Business Context and Reporting Period
This Form 8-K reports the results of the virtual annual meeting of stockholders held by Science Applications International Corporation on June 7, 2017. The filing details the voting outcomes for director elections, executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Shareholder participation was high, with 36,093,231 shares (82.58% of outstanding shares entitled to vote) represented at the meeting. The following matters were approved:
- Director Elections: All eight nominees were elected to the Board of Directors for one-year terms. While most nominees received over 90% support, Timothy J. Mayopoulos received a higher number of "Against" votes (2,595,557) compared to other nominees, though he was still elected.
- Executive Compensation: The non-binding advisory proposal to approve named executive officer compensation was approved with 30,303,495 votes "For" versus 762,559 "Against".
- Auditor Ratification: The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 2, 2018, was ratified with 35,760,395 votes "For" versus 245,774 "Against".
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the specific reasons for the elevated "Against" votes for director nominee Timothy J. Mayopoulos compared to other board members.
- Confirm the total number of outstanding shares to validate the 82.58% participation rate.
- Review the full proxy statement for detailed executive compensation data referenced in the advisory vote.
- Check subsequent filings for the official appointment of Deloitte & Touche LLP for the fiscal year ending February 2, 2018.