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 2, 2021. 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
Approximately 85% of outstanding shares entitled to vote were represented at the meeting (49,111,398 shares). The following matters were approved:
- Director Elections: All 10 nominees were elected to the Board of Directors for one-year terms. While all received majority support, Donna S. Morea received the highest number of "Against" votes (1,983,835) and Timothy J. Mayopoulos received the second highest (980,511).
- Say-on-Pay: The non-binding advisory proposal to approve named executive officer compensation was approved with 43,368,386 votes "For" and 1,013,352 votes "Against."
- Auditor Ratification: The appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2022, was approved with 48,966,362 votes "For" and 99,658 votes "Against."
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to the disclosure of voting results pursuant to Item 5.07.
Investor Verification Checklist
- Verify the specific reasons for the elevated "Against" votes for directors Donna S. Morea and Timothy J. Mayopoulos in the proxy statement or related shareholder communications.
- Confirm the total number of outstanding shares to validate the 85% participation rate.
- Review the full proxy statement for details on the executive compensation package approved in the Say-on-Pay vote.