UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2021, Science Applications International Corporation (the “Company”) announced that Milford W. McGuirt was appointed as a member of the Board of Directors of the Company (the “Board”) for an initial term beginning on July 1, 2021 (the “Effective Date”) and expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). In connection with the appointment of Mr. McGuirt to the Board, the Company increased the size of the Board from ten to eleven members. As of the Effective Date, Mr. McGuirt will become a member of each of the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
Mr. McGuirt previously served as Managing Partner of the Atlanta office and Mid-South Area of KPMG until his retirement in September 2019. During a 33-year career at KPMG, Mr. McGuirt held a number of leadership positions, including as a senior partner and the National Audit Sector Leader and National Industry Leader for the firm’s higher education practice. Prior to joining KPMG, Mr. McGuirt served as an audit manager with Coopers & Lybrand.
In connection with his service on the Board, Mr. McGuirt will be entitled to receive the standard annual cash and equity compensation paid to all non-employee directors of the Company, pro-rated until the 2022 Annual Meeting, and to participate in the Company’s Deferred Compensation Plan, which allows directors to defer 100% of the cash retainer and meeting fees they receive in connection with their service as a member of the Board.
There are no arrangements or understandings between Mr. McGuirt and any other persons pursuant to which Mr. McGuirt was selected as a director of the Company. There are no relationships or related transactions between Mr. McGuirt or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On June 29, 2021, the Company issued a press release announcing the event discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated June 29, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 hereunto duly authorized.
| SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | ||||||
| Date: June 29, 2021 | By: | /s/ Steven G. Mahon | ||||
| Steven G. Mahon | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
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