Business Context and Reporting Period
Company: Science Applications International Corporation (SAIC)
Filing Type: Form 8-K (Current Report)
Date of Report: February 2, 2016
Event: Amendment to the Amended and Restated Bylaws approved by the Board of Directors.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a corporate governance report regarding bylaw amendments.
Material Changes
The Board approved an amendment adding Section 3.17 to the Bylaws, establishing a shareholder proxy access provision. Key terms include:
- Eligibility: A single stockholder or a group of up to 20 stockholders must own at least 3% of the voting power continuously for at least three years.
- Nomination Rights: Eligible stockholders may nominate up to 25% of the Board (or the closest whole number below 25%, but not less than two directors).
- Timing: Notice of nominations must be received between 150 and 120 calendar days prior to the anniversary date of the prior year's annual proxy materials mailing.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, risk factors, or discussion of unusual items. The amendment is subject to specific eligibility, procedural, and disclosure requirements detailed in the new Section 3.17.
Key Facts for Investor Verification
- Verify the specific eligibility criteria and notice periods for shareholder proxy access in the attached Exhibit 3.1 (Amended and Restated Bylaws).
- Confirm the calculation method for the number of director nominees allowed (25% of the Board, rounded down, minimum of two).
- Review the procedural requirements for submitting nominations to ensure compliance with the 150-120 day notice window.