Science Applications International (SAIC) Proxy filing summary

Executive summary

• Fiscal 2026 saw a 3% revenue contraction to $7.3B, but adjusted diluted EPS rose 18% and free cash flow increased 16% to $577M, with $492M returned to shareholders via buybacks and dividends.

• Leadership transition occurred with James C. Reagan appointed as CEO in February 2026, following an interim period after the prior CEO's departure.

• Strategic actions included streamlining business units, investing in AI and technology, acquiring SilverEdge Government Solutions, and launching an enterprise review to improve efficiency.

• The company is focused on execution, innovation, and aligning resources to high-growth markets for fiscal 2027.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, advisory approval of executive compensation (Say-on-Pay), frequency of Say-on-Pay votes, amendment to the 2023 Equity Incentive Plan to increase authorized shares, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all proposals and for annual Say-on-Pay votes.

Board of directors and corporate governance

• Board reduced from thirteen to ten directors, with three new nominees vetted and recommended by the Nominating and Corporate Governance Committee.

• Twelve of thirteen current directors are independent; the board is led by an independent, non-executive chair.

• Annual board and committee self-evaluations, director stock ownership guidelines, and a mandatory retirement age of 75 are in place.

• Proxy access allows eligible shareholders to nominate directors.