OTHER INFORMATION
−Removed: On November 3, 2022, the Company approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective immediately.
−Removed: Among other things, the amendments effected by the Amended and Restated Bylaws:
−Removed: • 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:
−Removed: – 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;
−Removed: – clarifying the authority of DXC’s Board of Directors to reasonably request additional information from director nominees.
−Removed: • 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.
−Removed: federal courts as the exclusive forum for all claims arising under the Securities Act of 1933, as amended.
−Removed: The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes.
−Removed: 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.
Description of Exhibit
−Removed: 3.2* Amended and Restated Bylaws of DXC Technology Company, effective November 3 , 2022 .
−Removed: 4.1* First Supplemental Indenture, dated September 26, 2022, by and among DXC Capital Funding DAC, as issuer, and U.S.
−Removed: Bank National Association, as trustee
−Removed: 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
−Removed: 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
+Added: 3.2 Amended and Restated Bylaws of DXC Technology Company, effective November 3, 2022 (incorporated by reference to Exhibit 3.2.
+Added: to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (filed November 4, 2022) (file no.
+Added: 10.1* Fourteenth Amendment to the Receivables Purchase Agreement dated as of December 21, 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
31.1* Section 302 Certification of the Chief Executive Officer
12 unchanged sentences
DXC TECHNOLOGY COMPANY
−Removed: November 3, 2022 By:
+Added: February 1, 2023 By:
/s/ Christopher A.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.