Item 5. Other Information
ITEM 5. OTHER INFORMATION
On November 3, 2022, the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws:
• Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings (other than nominations pursuant to DXC’s proxy access bylaws and proposals to be included in DXC’s proxy materials pursuant to Rule 14a-8 under the Exchange Act), including by:
– requiring any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than DXC’s nominees in accordance with Rule 14a-19 under the Exchange Act, and, on request of DXC, to provide reasonable evidence that certain requirements of such rule have been satisfied; and
– clarifying the authority of DXC’s Board of Directors to reasonably request additional information from director nominees.
• Adopt an exclusive forum provision designating (i) Nevada state courts (or, in the event that the Nevada state courts do not have jurisdiction, the Nevada federal courts) as the exclusive forum for certain stockholder and intra-corporate litigation and (ii) U.S. federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended.
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.
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ITEM 6. EXHIBITS
Exhibit
Number
Description of Exhibit
3.2* Amended and Restated Bylaws of DXC Technology Company, effective November 3 , 2022 .
4.1* First Supplemental Indenture, dated September 26, 2022, by and among DXC Capital Funding DAC, as issuer, and U.S. Bank National Association, as trustee
10.1* Thirteenth Amendment to the Receivables Purchase Agreement dated as of September 1, 2022, among DXC Receivables LLC (f/k/a CSC Receivables LLC), as Seller, DXC Technology Company, as Servicer, PNC Bank, National Association, as Administrative Agent, and the persons from time to time party thereto as Purchasers and Group Agents
10.2* Term Loan Credit Agreement dated September 1, 2022, by and between DXC Technology Company, the financial institutions listed therein, and Mizuho Bank, Ltd., as administrative agent
31.1* Section 302 Certification of the Chief Executive Officer
31.2* Section 302 Certification of the Chief Financial Officer
32.1** Section 906 Certification of Chief Executive Officer
32.2** Section 906 Certification of Chief Financial Officer
101.INS Interactive Data Files
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation
101.LAB XBRL Taxonomy Extension Labels
101.PRE XBRL Taxonomy Extension Presentation
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DXC TECHNOLOGY COMPANY
Dated: November 3, 2022 By: /s/ Christopher A. Voci
Name: Christopher A. Voci
Title: Senior Vice President, Corporate Controller and
Principal Accounting Officer
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