Business Context and Reporting Period
This Form 8-K Current Report was filed by Science Applications International Corporation (SAIC) on January 23, 2015, covering events reported as of that date. The filing primarily addresses corporate governance changes, specifically the election of a new director to the Board of Directors.
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 personnel appointments and associated compensation arrangements rather than financial performance metrics.
Material Changes
The material change reported is the expansion of the Board of Directors from eight to nine members. Timothy J. Mayopoulos was appointed as a new director, effective February 19, 2015. He will serve on the Audit Committee and the Nominating and Corporate Governance Committee.
Guidance, Outlook, and Management Commentary
There is no financial guidance, outlook, or management commentary regarding business operations in this filing. The document details the compensation structure for the new director:
- Initial Compensation: A cash retainer of $12,500 and restricted stock units (RSUs) valued at $25,000.
- Standard Annual Compensation: A retainer of $50,000, meeting fees of $2,000 per meeting, annual RSUs valued at $100,000, and stock options valued at $50,000.
- Deferred Compensation: Eligibility to defer 100% of cash retainers and meeting fees.
Important Facts for Investors to Verify
- Confirmation of Timothy J. Mayopoulos' effective start date on the Board (February 19, 2015).
- The specific composition of the Audit Committee and Nominating and Corporate Governance Committee following the appointment.
- The total number of directors on the Board, which has increased to nine.
- Details of the press release attached as Exhibit 99.1 for further context on the appointment.