SAIC-8K-20200603
false0001571123 0001571123 2020-06-03 2020-06-03


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
Form 8-K
_________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2020

_________________________________________________________
Science Applications International Corporation
(Exact name of registrant as specified in its charter)
_________________________________________________________
Delaware
 
001-35832
 
46-1932921
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
12010 Sunset Hills Road, Reston, VA 20190
(Address of Principal Executive Offices) (Zip Code)
(703) 676-4300
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report.) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.0001 per share
SAIC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 







Item 5.07. Submission of Matters to a Vote of Security Holders.

Science Applications International Corporation (the “Company”) held its virtual annual meeting of stockholders on June 3, 2020 (the “Annual Meeting”). The holders of 49,536,513 shares of common stock of the Company, or approximately 86% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. The final voting results on each of the matters presented to stockholders for a vote is set forth below.
1.
The nominees to the Board of Directors of the Company (the “Board”) were elected, each for a one-year term, based upon the following votes:
 
 
Number of Votes
Director Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Robert A. Bedingfield
 
42,173,846
 
424,719
 
169,011
 
6,768,937
Carol A. Goode
 
42,366,081
 
242,061
 
159,434
 
6,768,937
John J. Hamre
 
41,830,949
 
771,114
 
165,513
 
6,768,937
Yvette M. Kanouff
 
42,436,848
 
166,116
 
164,612
 
6,768,937
Nazzic S. Keene
 
42,436,731
 
193,713
 
137,132
 
6,768,937
David M. Kerko
 
42,157,664
 
433,192
 
176,720
 
6,768,937
Timothy J. Mayopoulos
 
41,763,648
 
836,116
 
167,812
 
6,768,937
Katharina G. McFarland
 
41,844,975
 
765,834
 
156,767
 
6,768,937
Donna S. Morea
 
41,714,390
 
891,732
 
161,454
 
6,768,937
Steven R. Shane
 
42,086,311
 
514,914
 
166,351
 
6,768,937

2.
The proposal to approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s proxy statement (“Say-on-Pay”) was approved based upon the following votes:
Number of Votes
For
 
Against
 
Abstain
 
Broker
Non-Votes
41,323,497
 
1,128,185
 
315,894
 
6,768,937

3.
The proposal to approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes was approved based upon the following votes:
Number of Votes
For Every Year
 
For Every Two Years
 
For Every Three Years
 
Abstain
 
Broker
Non-Votes
40,941,076
 
158,723
 
1,468,685
 
199,092
 
6,768,937

Based on these results, the Board has determined to include a stockholder vote on Say-on-Pay in its proxy materials on an annual basis.

4.
The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2021 was approved based upon the following votes:
Number of Votes
For
 
Against
 
Abstain
49,234,557
 
241,596
 
60,360







Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
 
 
 
 
Exhibit
Number
  
Description of Exhibit
 
 
101
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
 
 
 
104
 
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL





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 hereunto duly authorized.
Date: June 8, 2020
Science Applications International Corporation
 
 
 
 
 
 
 
By:
 
/s/ Steven G. Mahon
 
 
Steven G. Mahon
 
 
Executive Vice President, General Counsel and Corporate Secretary



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Document and Entity Information Document
Jun. 03, 2020
Document And Entity Information [Abstract]  
Entity Central Index Key 0001571123
Title of 12(b) Security Common Stock, par value $.0001 per share
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Soliciting Material false
Written Communications false
Entity Incorporation, Date of Incorporation DE
Document Type 8-K
Document Period End Date Jun. 03, 2020
Entity Registrant Name Science Applications International Corporation
Entity File Number 001-35832
Entity Tax Identification Number 46-1932921
Entity Address, Address Description 12010 Sunset Hills Road
Entity Address, City or Town Reston
Entity Address, State or Province VA
Entity Address, Postal Zip Code 20190
City Area Code 703
Local Phone Number 676-4300
Trading Symbol SAIC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false