Science Applications International (SAIC) Proxy filing summary

Voting matters and shareholder proposals

• Ten director nominees are up for election, with the board recommending a vote in favor of each.

• Advisory votes are proposed on executive compensation and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• An amendment to the 2023 Equity Incentive Plan is proposed to increase the total number of authorized shares.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 29, 2027 is recommended.

Board of directors and corporate governance

• The slate includes ten director nominees, each recommended by the board for election at the annual meeting.

Executive compensation and say-on-pay

• A non-binding, advisory vote on executive compensation is included, with the board recommending approval.

• Shareholders are asked to vote on the frequency of future advisory votes on executive compensation, with the board recommending an annual vote.

• An amendment to the equity incentive plan is proposed to authorize additional shares.