UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.      )

Check the appropriate box:

DXC Technology Company 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

	Sincerely,
	J. Michael Lawrie
	Chairman, President and CEO

DXC TECHNOLOGY COMPANY 

Notice of 2017 Annual Meeting of Stockholders 

Date: Thursday, August 10, 2017

Time; 10:30 a.m., Eastern Time
Place: Online at www.virtualshareholdermeeting.com/DXC

The 2017 Annual Meeting of Stockholders will be held on Thursday, August 10, 2017, at 10:30 a.m. Eastern Time, and will be a virtual meeting conducted via live webcast. You will be able to attend the meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC. To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The purpose of the meeting is:

Only stockholders of record at the close of business on June 12, 2017 will be entitled to vote electronically at the meeting and any postponements or adjournments thereof.

Your vote is important. Whether or not you plan to attend the meeting online, we encourage you to read this proxy statement and vote as soon as possible. Information on how to vote is contained in this proxy statement. In addition, voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.

	By Order of the Board of Directors,
	William L. Deckelman, Jr.
	Executive Vice President, General Counsel & Secretary
	Tysons, Virginia
	June 23, 2017

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

Voting Matters and Vote Recommendation

Proposal 1: Election of directors

Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018

We are asking stockholders to consider and to vote upon the ratification of the appointment of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2018. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche to serve as DXC’s independent registered public accounting firm is in the best interests of DXC and its stockholders.

Proposal 3: Approval, in a non-binding advisory vote, of named executive officer compensation

We are asking stockholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this proxy statement for the fiscal year ended March 31, 2017 (“Fiscal 2017”). In evaluating this proposal, we recommend you review our Compensation Discussion and Analysis (“CD&A”). As discussed in the CD&A, we did not have our own executive compensation program in Fiscal 2017. Instead, the Fiscal 2017 executive compensation program described in the CD&A and the related compensation tables reflects the compensation policies and practices of our predecessor, CSC. We plan to maintain the same general framework of CSC’s executive compensation program for our fiscal year ending March 31, 2018. We believe that the CSC executive compensation program was successful in aligning the interests of CSC’s executive officers with those of its shareholders and rewarding its executive officers for their performance.

Proposal 4: Approval, in a non-binding advisory vote, of the frequency of holding future non-binding advisory votes on executive compensation

We are providing our stockholders the opportunity to recommend, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation. We are asking stockholders to support an annual vote on executive compensation. Our Board of Directors believes annual advisory votes will allow our Board to obtain information on stockholders’ views of the compensation of our named executive officers on a more consistent basis, and will provide our Board and Compensation Committee with frequent input from stockholders on our compensation programs.

Proposal 5: Approval of material terms of the performance goals under the DXC Technology Company 2017 Omnibus Incentive Plan

We are seeking stockholder approval of the material terms of the performance goals under which compensation may be paid under the DXC Technology Company 2017 Omnibus Incentive Plan. The material terms include:

Stockholder approval of these material terms is required to allow us to make awards that may be tax-deductible to us as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS

We are providing these proxy materials in connection with the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of DXC Technology Company (“DXC” or the “Company” and sometimes referred to with the pronouns “we”, “us” and “our”).

DXC was formed through the spin-off by Hewlett Packard Enterprise Company (“HPE”) of its enterprise services business, Everett SpinCo, Inc. (“Everett”) on March 31, 2017 (the “Spin-Off”) and merger of a wholly-owned subsidiary of Everett with Computer Sciences Corporation (“CSC”) on April 1, 2017 (the “Merger”), which resulted in CSC becoming a wholly owned subsidiary of DXC. Because CSC is deemed the acquirer in this combination for accounting purposes under U.S. generally accepted accounting principles, the historical financial statements of CSC prior to April 1, 2017 will be reflected in DXC’s future quarterly and annual reports as DXC’s historical financial statements.

The Notice of Internet Availability of Proxy Materials (the “Notice”), this proxy statement, any accompanying proxy card or voting instruction card and our 2017 Annual Report to Stockholders (“2017 Annual Report”), which includes CSC’s 2017 Annual Report on Form 10-K, were first made available to stockholders on or about June 23, 2017. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

We are delivering proxy materials for the Annual Meeting under the United States Securities and Exchange Commission’s “Notice and Access” rules. These rules permit us to furnish proxy materials, including this proxy statement and our 2017 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders received the Notice, which provides instructions on how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. More information about Notice and Access is set forth in “Questions and Answers about the Annual Meeting and Voting.”

Questions and Answers about the Annual Meeting and Voting

The Board of Directors of DXC (sometimes referred to herein as the “Board”) is soliciting your vote at the 2017 Annual Meeting.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast on Thursday, August 10, 2017. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the Record Date (as defined below) or if you hold a valid proxy for the Annual Meeting.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DXC. You will also be able to vote your shares electronically at the Annual Meeting (other than shares held through our Matched Asset Plan, which must be voted prior to the Annual Meeting).

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The meeting webcast will begin promptly at 10:30 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:15 a.m., Eastern Time, and you should allow ample time for the check-in procedures.

We are pleased to offer our stockholders a completely virtual Annual Meeting, which provides worldwide access, improved communication and cost savings for our stockholders and DXC.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www. virtualshareholdermeeting.com/DXC. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through our Matched Asset Plan, which must be voted prior to the meeting).

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call:

1-855-449-0991 (U.S. Domestic Toll Free)

1-720-378-5962 (International)

There are five proposals scheduled to be voted on at the Annual Meeting:

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. The Board’s recommendation is set forth below together with the description of each item in this proxy statement. In summary, the Board recommends a vote as follows:

The Board of Directors set June 12, 2017 as the record date for the Annual Meeting (the “Record Date”). All stockholders who owned DXC common stock at the close of business on the Record Date may attend and vote electronically at the Annual Meeting and any postponements or adjournments thereof.

Under the “Notice and Access” rules of the United States Securities and Exchange Commission (the “SEC”), we are permitted to furnish proxy materials, including this proxy statement and our 2017 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may vote your shares on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or electronically will remain in effect until you revoke it.

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to cast your vote. For additional information, see “How Do I Vote?” below.

If you previously elected to access our or CSC’s proxy materials over the Internet, you will not receive a Notice in the mail. You should have received an email with links to the proxy materials and online proxy voting. Additionally, if you previously requested paper copies of the proxy materials or if applicable regulations require delivery of the proxy materials, you will not receive the Notice.

If you received a paper copy of the proxy materials or the Notice by mail, you can eliminate all such paper mailings in the future by electing to receive an email that will provide Internet links to these documents. Opting to receive all future proxy materials online will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. Please visit http://www.icsdelivery.com/dxc to request complete electronic delivery. Enrollment for electronic delivery is effective until cancelled.

You will have one vote for each share of our common stock you owned at the close of business on the Record Date, provided those shares are either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us, to submit proxies electronically or by telephone or to vote at the Annual Meeting. If you have requested printed proxy materials, we have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote your shares and you are also invited to attend the Annual Meeting via live webcast.

However, since you are not the stockholder of record, you may not vote these shares at the Annual Meeting, unless you request, complete and deliver a legal proxy from your broker, bank or nominee. If you requested printed proxy materials, your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares.

For each matter presented, stockholders entitled to cast a majority of the votes that all stockholders are entitled to cast on that matter must be represented at the meeting, either by proxy or by attending the virtual meeting. This is called a “quorum.” Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

As of the Record Date there were 284,644,845 shares of DXC common stock outstanding.

Proposal 1 – Election of each of the 10 nominated directors listed in this proxy statement.

Directors are elected by a majority vote in uncontested elections. Therefore, each director nominee must receive a majority of the votes cast with respect to such nominee at the Annual Meeting (the number of “FOR” votes must exceed the number of “AGAINST” votes). Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” any nominee; therefore, they will have no effect on the outcome of the vote on this proposal. In accordance with DXC’s Corporate Governance Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee. Within 30 days following the certification of the stockholder vote, the Nominating/ Corporate Governance Committee will make a recommendation to the Board of Directors as to the treatment of any director who did not receive a majority vote, including whether to accept or reject any tendered resignation. The Board of Directors will make a final determination within 90 days following the certification of the election results, and publicly disclose its decision and rationale.

Proposal 2 – Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018.

This proposal requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

Proposal 3 – Non-binding advisory vote to approve named executive officer compensation.

This proposal, which is non-binding, requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

Proposal 4 – Non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation.

For this proposal, which is non-binding, you may choose to express a preference for holding future advisory votes on executive compensation every one, two or three years. Abstentions and, if applicable, broker non-votes will not be counted as expressing any preference. The frequency option that receives the most affirmative votes of all the votes cast on Proposal 4 is the option that will be deemed the recommendation of the stockholders.

Proposal 5 – Approval of material terms of the performance goals under the DXC Technology Company 2017 Incentive Plan.

This proposal requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

Stockholders of Record. If you are a stockholder of record and you:

then your shares will be voted in accordance with the recommendations of the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, the shares will be voted in accordance with your instructions.

Beneficial Owners. If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner, and instructions are not given. Broker non-votes are considered present at the Annual Meeting, but not as voting on a matter. Thus, broker non-votes are counted as present for purposes of determining the existence of a quorum, but are not counted for purposes of determining whether a matter has been approved.

You should instruct your broker how to vote. If you do not provide your broker with instructions, under the rules of the New York Stock Exchange, your broker will not be authorized to vote your street name shares with respect to any proposal other than the ratification of the independent registered public accounting firm (Proposal 2), which is considered a routine matter. The other proposals are not considered routine matters, and without your instructions, your broker cannot vote your shares.

If you participate in the MAP, you will receive a voting instruction form for all shares you may vote under the plan. Under the terms of the MAP, the MAP trustee votes all shares held in the DXC Stock Fund, but each participant in the MAP may direct the trustee how to vote the shares of DXC common stock allocated to his or her account. The MAP trustee will vote all unallocated shares of common stock held by the MAP and all allocated shares for which no timely voting instructions are received in the same proportion as shares for which it has received valid voting instructions. Regardless of which voting method you use, the deadline for returning your voting instructions to the MAP trustee is 11:59 p.m. Eastern Time on August 7, 2017.

Confidentiality of voting instructions. Your voting instructions to the MAP Trustee will be completely confidential. In no event, will your voting instructions be reported to DXC.

Yes. Even if you voted by telephone or on the Internet or if you requested paper proxy materials and signed the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving written notice to the Corporate Secretary of DXC, specifying such revocation. You may change your vote by a later-dated vote by telephone or on the Internet or timely delivery of a valid, later-dated proxy or by voting by ballot electronically at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a legal proxy from your broker, bank or nominee.

It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for all Notices, proxy cards and voting instruction cards you receive.

DXC does not know of any matter to be presented at the Annual Meeting other than those described in this proxy statement. If, however, other matters are properly presented for action at the Annual Meeting, the proxy holders named in the proxy will have the discretion to vote on such matters in accordance with their best judgment.

DXC is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. Our officers and employees may, without any compensation other than the compensation they receive in their capacities as officers and employees, solicit proxies personally or by telephone, facsimile, e-mail or further mailings. We will, upon request, reimburse brokerage firms and others for their reasonable expense in forwarding proxy materials to beneficial owners of DXC stock. We have engaged the services of Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902, with respect to proxy soliciting matters at an expected cost of approximately $10,000 not including incidental expenses.

Questions regarding voting, electronic delivery or Internet voting should be directed to Investor Relations at telephone, 1-703-245-9700 or e-mail address, investor.relations@dxc.com.

HOW DO I VOTE?

Your vote is important

You may vote on the Internet, by telephone, by mail or electronically at the Annual Meeting, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a 16-digit control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your Notice, proxy card or voting instruction card. Telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Time, on August 9, 2017. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through our Matched Asset Plan, which must be voted prior to the meeting).

Vote on the Internet

If you have Internet access, you may submit your proxy by following the instructions provided in the Notice, or if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.

Vote by Telephone

You can also vote by telephone by following the instructions provided on the Internet voting site, or if you requested printed proxy materials, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card.

Vote by Mail

If you elected to receive printed proxy materials by mail, you may choose to vote by mail by marking your proxy card or voting instruction card, dating and signing it, and returning it to Broadridge Financial Solutions, Inc. in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card or voting instruction card to DXC Technology Company, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Please allow sufficient time for mailing if you decide to vote by mail.

Voting at the Virtual Meeting

Our Annual Meeting will be a virtual meeting of stockholders using cutting edge technology, conducted via live webcast. All stockholders of record on June 12, 2017 are invited to attend and participate at the meeting. We believe that a virtual meeting will provide expanded stockholder access and participation, improved communications and, over time, cost savings for our stockholders and our company.

To attend the meeting and submit your questions during the meeting, please visit www.virtualshareholdermeeting.com/DXC. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The shares voted electronically, by telephone or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting.

PROPOSAL 1 - Election of directors

Our Board of Directors has nominated 10 persons for election as directors at the 2017 Annual Meeting to hold office until the 2018 Annual Meeting or until their successors have been elected and qualified. Under our bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of DXC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

Directors are elected by a majority vote in uncontested elections; therefore, each director nominee must receive a majority of the votes cast with respect to such nominee at the Annual Meeting (the number of “FOR” votes must exceed the number of “AGAINST” votes). In accordance with DXC’s Corporate Governance Guidelines, if an incumbent director nominee fails to receive the requisite number of votes, such director nominee shall promptly tender his or her resignation for consideration by the Nominating/Corporate Governance Committee.

It is intended that the accompanying proxy, if executed and returned with no voting instructions indicated, will be voted for the election to the Board of the 10 director nominees listed in this proxy statement.

As previously disclosed, effective as of the closing of the Merger, the DXC Board consisted of 10 directors comprised of five CSC board members and five directors designated by HPE. All DXC directors were identified pursuant to a joint selection process led by a four person committee consisting of Margaret C. Whitman, HPE’s Chief Executive Officer, and Patricia F. Russo, Chairman of HPE’s Board of Directors, as well as J. Michael Lawrie, CSC’s Chairman, President and Chief Executive Officer, and Peter Rutland, a member of the CSC Board of Directors. Our Board has nominated each of our 10 current directors for re-election at the 2017 Annual Meeting.

Director Nomination Process

The Nominating/Corporate Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience, and background sought for Board members in the context of our business and then-current membership on the Board. This assessment of Board skills, experience, and background involves considering numerous diverse factors including independence, experience, age, gender and ethnic diversity, as well as skills and attributes including:

In evaluating potential director nominees, the Nominating/Corporate Governance Committee considers the applicable attributes. The Committee then considers the contribution they would make to the quality of the Board’s decision making and effectiveness.

The Nominating/Corporate Governance Committee will also consider potential director candidates recommended by stockholders as described under “Business for 2018 Annual Meeting” at the end of this proxy statement. This committee may retain from time to time third-party search firms to identify qualified director candidates and to assist the Committee in evaluating candidates that have been identified by others.

2017 Director Nominees

Each of the nominees has a strong reputation and experience in areas relevant to the strategy and operations of DXC’s businesses, particularly industries and growth segments that DXC serves, such as technology, financial services, international business and government, as well as key geographic markets where it operates. Each of the nominees holds or has held senior executive positions in large, complex organizations or has relevant operating experience or experience in a major academic institution. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, thought leadership, executive management and leadership development. Many of our directors also have experience serving on boards of directors and board committees of other public companies.

The Board also believes that each of the nominees has other key attributes that are important to an effective board: integrity and demonstrated high ethical standards, sound judgment, analytical skills, the ability to engage management and each other in a constructive and collaborative fashion, diversity of origin, background, experience and thought, and the commitment to devote significant time and energy to service on the Board and its committees.

The biographies of each of the nominees below contains information as of the date of this proxy statement regarding the person’s service as a director, director positions held currently or at any time during the last five years and skills, experience and qualifications that led to the conclusion that such person should serve as one of our directors.

	Mukesh Aghi	DXC Committees:	Other Public Company Boards
	Age: 61	• Compensation (Chair)	Former (Past Five Years):
	Director Since: 2017		• Computer Sciences Corporation

Mr. Aghi has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Aghi is president of U.S.-India Business Counsel (“USIBC”), a business advocacy organization for the U.S. in India. Prior to his service as president of USIBC, Mr.Aghi served as Chief Executive Officer of L&T Infotech from 2012 to 2015 and as Chairman and CEO of Steria India Ltd. from 2007 to 2012.

Mr. Aghi brings to the DXC Board of Directors extensive global business experience, a broad understanding of the IT services industry, strong management skills and operational expertise through his positions with L&T Infotech and Steria India Ltd.

	Amy Alving	DXC Committees:	Other Public Company Boards
	Age: 54	• Nominating/Corporate Governance	Current:
	Director Since: 2017		• Federal National Mortgage Association
			Former (Past Five Years):
			• Arconic, Inc.
			• Pall Corporation

Dr. Alving has served as a member of our Board since consummation of the Merger on April 1, 2017. Dr. Alving is the former Senior Vice President and Chief Technology Officer of Leidos Holdings, Inc., (formerly Science Applications International Corporation (“SAIC”)), one of the nation’s top defense sector providers of hardware, software and services, where she worked from 2005 to 2013. From 2007 to 2013, she was SAIC’s Chief Technology Officer, where she was responsible for the creation, communication and implementation of SAIC’s technical and scientific vision and strategy. Prior to joining SAIC, Dr. Alving was the director of the Special Projects Office (SPO) at the Defense Advanced Research Projects Agency (“DARPA”) until 2005, where she was a member of the federal Senior Executive Service. Prior to her time at DARPA, Dr. Alving was a White House Fellow for the Department of Commerce serving as a senior technical advisor to the Deputy Secretary of Commerce from 1997 until 1998. Dr. Alving is a member of the board of directors of the Federal National Mortgage Association.

Dr. Alving brings to the DXC Board of Directors robust technology and innovation experience across multiple sectors.

	David L. Herzog	DXC Committees:	Other Public Company Boards
	Age: 57	• Audit (Chair)	Current:
	Director Since: 2017		• MetLife, Inc.
			• Ambac Financial Group
			Former (Past Five Years):
			• AERCAP N.V.

Mr. Herzog has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Herzog served as the Chief Financial Officer and Executive Vice President of American International Group (“AIG”) from 2008 to 2016. Mr. Herzog served as Senior Vice President and Comptroller of AIG from June 2005 to October 2008, Chief Financial Officer for worldwide life insurance operations from April 2004 to June 2005 and Vice President, Life Insurance from 2003 to 2004. In addition, Mr. Herzog has served in other senior officer positions for AIG and its subsidiaries, including as the Chief Financial Officer and Chief Operating Officer of American General Life following its acquisition by AIG. Previously, Mr. Herzog served in various executive positions at GenAmerica Corporation and Family Guardian Life, a Citicorp company, and at a large accounting firm that is now part of PricewaterhouseCoopers LLP. In addition, Mr. Herzog holds the designations of Certified Public Accountant and Fellow, Life Management Institute. Mr. Herzog is also a member of the board of directors of MetLife Inc. and Ambac Financial Group, Inc.

Mr. Herzog’s financial and management experience in the oversight of AIG and its subsidiaries make him well qualified to serve on the DXC Board of Directors.

	Sachin Lawande	DXC Committees:	Other Public Company Boards
	Age: 50	• Compensation	Current:
	Director Since: 2017		• Visteon Corporation
			Former (Past Five Years):
			• Computer Sciences Corporation

Mr. Lawande has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Lawande is currently President and Chief Executive Officer of Visteon Corporation. From 2013 to 2015, Mr. Lawande served as Executive Vice President and President of Harman International Industries, Inc.’s Infotainment Division. From 2011 to 2013, Mr. Lawande served the dual role as the Co-President of Harman’s Lifestyle and Infotainment Divisions. Prior to that he served as Chief Innovation Officer, Chief Technology Officer, and Co-President of Harman’s Automotive Division, responsible for guiding software strategy, development partnerships, and key customer relationships. He was instrumental in launching an offshore development center in India as part of Harman’s strategy for optimizing its global engineering footprint. Mr. Lawande joined Harman International in 2006, following senior roles at QNX Software Systems and 3Com Corporation.

Mr. Lawande brings to the DXC Board of Directors executive leadership experience as the Chief Executive Officer of a global business.

	J. Michael Lawrie	Other Public Company Boards
	Age: 64	Former (Past Five Years):
	Director Since: 2017	• Computer Sciences Corporation
		• CSRA Inc.
		Trusteeship
		Current:
		• Trustee, Drexel University

Mr. Lawrie has served as our President and Chief Executive Officer and Chairman of our Board since consummation of the Merger on April 1, 2017. Mr. Lawrie joined CSC as President and Chief Executive Officer on March 19, 2012 and as a member of its Board of Directors in February 2012. Mr. Lawrie served as chairman of the CSC Board of Directors from December 15, 2015 until consummation of the Merger on April 1, 2017. Prior to joining CSC, he served as the Chief Executive Officer of U.K.-based Misys plc, a leading global IT solutions provider to the financial services industry, from November 2006 to March 2012. Mr. Lawrie also served as the Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., from October 2008 to August 2010. From 2005 to 2006, Mr. Lawrie was a general partner with ValueAct Capital, a San Francisco-based private investment firm. He also served as Chief Executive Officer of Siebel Systems, Inc., an international software and solutions company, from 2004 to 2005. Mr. Lawrie also spent 27 years with IBM where he rose to Senior Vice President and Group Executive, responsible for sales and distribution of all IBM products and services worldwide. From 1998 to 2001, Mr. Lawrie was General Manager for IBM’s business in Europe, the Middle East and Africa, which included operations in 124 countries and 90,000 employees. Prior to that, Mr. Lawrie served as General Manager of Industries for IBM’s business operations in Asia Pacific, based in Tokyo. Mr. Lawrie is a Trustee of Drexel University, Philadelphia.

Mr. Lawrie’s proven leadership ability and management skills and his experience in the information technology sector demonstrated by his experience as President and Chief Executive Officer of CSC, former Chief Executive Officer of Misys plc and Siebel Systems, Inc. and former Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., and his public company governance experience as a former director of Allscripts-Misys Healthcare Solutions, Inc. and a former director of Juniper Networks, Inc. is experience that is important to us as a provider of information technology services. In addition, the DXC Board of Directors believes that our President and Chief Executive Officer’s role on the Board will help communicate the Board’s priorities to management and management’s perspective to the Board.

	Julio A. Portalatin	DXC Committees:
	Age: 58	• Compensation
	Director Since: 2017

Mr. Portalatin has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Portalatin is President and Chief Executive Officer of Mercer. Prior to joining Mercer in February 2012, Mr. Portalatin was the President and CEO of Chartis Growth Economies, and Senior Vice President, American International Group (“AIG”). In that role, he had responsibility for operations in Asia Pacific, South Asia, Latin America, Africa, the Middle East and Central Europe. Mr. Portalatin began his career with AIG in 1993 and thereafter held a number of key leadership roles, including President of the Worldwide Accident & Health Division at American International Underwriters (AIU) from 2002-2007. From 2007-2010, he served as President and CEO of Chartis Europe S.A. and Continental European Region, based in Paris, before becoming President and CEO of Chartis Emerging Markets. Prior to AIG, Mr. Portalatin spent 12 years with Allstate Insurance Company in various executive roles in product underwriting, distribution and marketing.

Mr. Portalatin’s senior level management experience as Chief Executive Officer of Mercer and extensive global insurance executive experience, provides important leadership experience and expertise to the DXC Board of Directors.

	Peter Rutland	DXC Committees:	Other Public Company Boards
	Age: 38	• Audit	Former (Past Five Years):
	Director Since: 2015		• Computer Sciences Corporation
			• Avolon Holdings Ltd.

Mr. Rutland has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Rutland is currently a partner and Global Co-Head of Financial Services at CVC Capital Partners. Mr. Rutland joined CVC Capital Partners in 2007, having previously worked for Advent International since 2002. Prior to working at Advent, Mr. Rutland worked for The Goldman Sachs Group, Inc. in its Investment Banking Division. Mr. Rutland served as a director of the NYSE-listed Avolon Holdings Ltd. from 2014 until the company’s sale in 2016. He has also served on a number of private company boards, including Domestic & General, Brit Insurance and NewDay.

Mr. Rutland has extensive experience advising on transactions and providing capital markets strategy advice globally. Mr. Rutland brings to the DXC Board of Directors experience in corporation finance and accounting, including as a partner in an investment advisory firm.

	Manoj P. Singh	DXC Committees:	Trusteeship
	Age: 64	• Nominating/Corporate Governance	Current:
	Director Since: 2017	(Chair)	• Trustee, The Putnam Funds

Mr. Singh has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Singh is the former Chief Operating Officer and Global Managing Director of Deloitte Touche Tohmatsu, Ltd. Prior to his mandatory retirement from that position in June 2015, Mr. Singh’s responsibilities included leading various Deloitte initiatives, including setting global strategy, directing investments globally, leading areas such as finance, global technology, knowledge management and branding, and guiding country leadership in high-growth markets such as China, India, Africa, Southeast Asia, Mexico and Germany. He has been a Director at Abt Associates Inc. since December 24, 2015 and a Trustee of The Putnam Funds since March 1, 2017. He served on the board of directors of Deloitte U.S. and the boards of Deloitte member firms in China, Mexico and Southeast Asia. Over his 36-year career with Deloitte, Mr. Singh held numerous other positions, including leading the company’s Asia-Pacific region and consulting in the Americas.

Mr. Singh’s financial and leadership experience at Deloitte will provide important financial, management and accounting expertise to the DXC Board of Directors.

	Margaret C. Whitman	DXC Committees:	Other Public Company Boards
	Age: 60	• Nominating/Corporate Governance	Current:
	Director Since: 2017		• HP Inc.
			• Hewlett Packard Enterprise Company
			• Procter & Gamble Co.
			Former (Past Five Years):
			• Zipcar, Inc.

Ms. Whitman has served as a member of our Board since consummation of the Merger on April 1, 2017. Since November 2015, Ms. Whitman has served as President and Chief Executive Officer of Hewlett Packard Enterprise. Prior to that, Ms. Whitman served as President, Chief Executive Officer, and Chairman of Hewlett-Packard Company from July 2014 to November 2015 and President and Chief Executive Officer of Hewlett-Packard Company from September 2011 to November 2015. From March 2011 to September 2011, Ms. Whitman served as a part-time strategic advisor to Kleiner Perkins Caufield & Byers, a private equity firm. Previously, Ms. Whitman served as President and Chief Executive Officer of eBay Inc., an online marketplace, from 1998 to 2008. Prior to joining eBay, Ms. Whitman held executive-level positions at Hasbro Inc., a toy company, FTD, Inc., a floral products company, The Stride Rite Corporation, a footwear company, The Walt Disney Company, an entertainment company, and Bain & Company, a consulting company.

Ms. Whitman brings to the DXC Board of Directors unique experience in developing transformative business models, building global brands and driving sustained growth and expansion through her experience as Chairman, President and Chief Executive Officer of HP Co. and previously as President and Chief Executive Officer of eBay. In addition, Ms. Whitman brings to the Board public company governance experience having previously served as a member of boards and board committees of other public companies.

	Robert F. Woods	DXC Committees:	Other Public Company Boards
	Age: 62	• Audit	Former (Past Five Years):
	Director Since: 2017		• Computer Sciences Corporation
			• Insight Enterprises, Inc.

Mr. Woods has served as a member of our Board since consummation of the Merger on April 1, 2017. Mr. Woods served as Senior Vice President - Finance and Chief Financial Officer of SunGard Data Systems, Inc. from 2010 to 2012. Prior to that, from 2004 to 2009, Mr. Woods served as Senior Vice President and Chief Financial Officer of IKON Office Solutions, Inc., a document management systems and services public company. Mr. Woods also served as Vice President and Controller of IBM Corporation from 2002 to 2004 and Vice President and Treasurer of IBM Corporation from 2000-2002. Mr. Woods served as a Director of Computer Sciences Corporation from 2015-2017. Mr. Woods also served as a director of Insight Enterprises, Inc., from 2009 to 2011.

Mr. Woods brings to the DXC Board of Directors experience in corporation finance and accounting, including as former Chief Financial Officer of two publicly-traded companies and service as an audit committee member of another publicly traded company.

The Board of Directors recommends a vote FOR the election of

each of these 10 nominees for director.

The Audit Committee has selected Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2018, and the Board asks stockholders to ratify that selection. Although current law, rules, and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain, and oversee DXC’s independent registered public accounting firm, the Board considers the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the selection of Deloitte & Touche LLP for ratification by stockholders as a matter of good corporate practice. The Board considers the selection of Deloitte & Touche LLP as DXC’s independent registered public accounting firm for the fiscal year ending March 31, 2018 to be in the best interests of DXC and its stockholders. A representative from Deloitte & Touche LLP will attend the meeting and will have the opportunity to make a statement and respond to appropriate questions.

The affirmative vote of holders of a majority of the shares of common stock cast at the meeting is required to approve the ratification of the selection of Deloitte & Touche LLP as DXC’s independent auditor for the current fiscal year. If a majority of stockholders does not ratify the selection of Deloitte & Touche LLP, the Audit Committee will consider the result a recommendation to consider the selection of a different firm.

Vote Required

A majority of the votes cast at the Annual Meeting is necessary for the approval of this proposal.

The Board of Directors recommends a vote FOR the ratification
of the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending March 31, 2018.

Fees

Prior to the Spin-Off on March 31, 2017 and Merger on April 1, 2017, Everett was a wholly owned subsidiary of HPE. Since prior fiscal year information for DXC with respect to audit and other fee information is not applicable, the following table summarizes the aggregate fees billed by CSC’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates, which include Deloitte Tax LLP and Deloitte Consulting LLP, for services provided to CSC during the last two fiscal years:

Pre-Approval Policy

In accordance with Section 10A of the Securities Exchange Act of 1934 (the “Exchange Act”), the DXC Audit Committee pre-approves all audit, audit-related, tax and other services (other than permitted de minimis non-audit services) to be provided by the independent auditors. The Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve services to be provided by the independent auditors. Such pre-approval decisions of any Audit Committee member to whom such authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

PROPOSAL 3: Non-Binding Advisory Vote to Approve Named Executive Officer Compensation

In accordance with Section 14A of the Exchange Act, we are providing our stockholders the opportunity to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. We urge the stockholders to read the CD&A appearing elsewhere in this proxy statement, as well as the 2017 Summary Compensation Table and related compensation tables and narrative, which provide detailed information on the compensation policies and practices and the compensation paid to our named executive officers in Fiscal 2017.

As disclosed in the CD&A, we did not have an executive compensation program in Fiscal 2017. Instead, the Fiscal 2017 executive compensation program described in the CD&A and the related compensation tables reflects the compensation policies and practices of our predecessor, CSC. Even though the Fiscal 2017 executive compensation program was administered by CSC, not by us, we plan to maintain the same general framework of CSC’s executive compensation program for our fiscal year ending in 2018. We believe that the CSC executive compensation program was successful in aligning the interests of CSC’s executive officers with those of its shareholders and rewarding its executive officers for their performance.

We are therefore asking our stockholders to approve the following advisory resolution at the 2017 Annual Meeting of Stockholders:

RESOLVED, that the stockholders of DXC Technology Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the DXC Technology Company 2017 definitive proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the accompanying footnotes and narratives.

The vote on the compensation of our named executive officers as disclosed in this proxy statement is advisory, and therefore not binding on DXC, the Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. We have determined that our stockholders should cast an advisory vote on the compensation of our named executive officers on an annual basis. Unless this policy changes, the next advisory vote on the compensation of our named executive officers will be at the 2018 Annual Meeting of Stockholders. The affirmative vote of a majority of votes cast is required to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.

The Board of Directors recommends a vote FOR the approval of the advisory resolution on
named executive officer compensation.

PROPOSAL 4: Non-Binding Advisory Vote on the Frequency of Holding Future Non-Binding Advisory Votes on
Executive Compensation

As required by the Dodd–Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and related SEC rules, we are asking our stockholders to vote, on a non-binding, advisory basis, for their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers. Specifically, stockholders may vote on whether the non-binding advisory vote on the compensation of our named executive officers should occur every one, two or three years.

The Board has given consideration to the preferred frequency of the non-binding advisory vote on the compensation of our named executive officers. After considering the benefits and consequences of available options, the Board recommends that stockholders vote in favor of holding the non-binding advisory vote on the compensation of our named executive officers every year. An annual non-binding advisory vote would provide the Board with timely feedback from our stockholders on this important matter.

When voting on this proposal, stockholders should understand that they are not voting “for” or “against” the recommendation of the Board to hold the non-binding advisory vote every year. Rather, stockholders will have the option to express a preference (including by abstaining) on whether the Board should seek future non-binding advisory votes on the compensation of our named executive officers every year, every two years or every three years.

The option that receives the most votes from stockholders will be the frequency of the non-binding advisory vote on the compensation of our named executive officers. Although this advisory vote is not binding, the Board will review and consider the outcome of this vote when making its determination as to the frequency of future non-binding advisory stockholder votes on the compensation of our named executive officers.

The Board of Directors recommends a vote, on a non-binding advisory basis,
for the option of 1 YEAR as the preferred frequency of future
non-binding advisory votes on executive compensation.

 PROPOSAL 5: Approval of the Material Terms of the Performance Goals under the DXC Technology Company 2017
Omnibus Incentive Plan

DXC (formerly Everett) was formed through the spin-off of the Enterprise Services business of HPE on March 31, 2017, and merger of a wholly-owned subsidiary of DXC with CSC on April 1, 2017. In March 2017, as Everett prior to the spin-off from HPE, we established the DXC Technology Company 2017 Omnibus Incentive Plan (the “Incentive Plan”). Our sole stockholder at the time, HPE, approved the Incentive Plan on March 30, 2017.

We are not now amending or modifying the Incentive Plan. However, we are seeking stockholder approval of the material terms of the performance goals under which compensation may be paid under the Incentive Plan. The material terms include:

Stockholder approval of these material terms of the performance goals under the Incentive Plan is one of the requirements that must be met for us to make awards that may be tax-deductible to us as performance-based compensation under Section 162(m).

This proposal to approve these material terms of the performance goals under the Incentive Plan requires an affirmative “FOR” vote of a majority of the votes cast (i.e., of the votes “FOR” or “AGAINST”) to be approved. Abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” this proposal; therefore, they will have no effect on the outcome of the vote on this proposal.

The following summary is qualified in its entirety by reference to the Incentive Plan, which is attached to this proxy statement as Appendix B.

The Board of Directors recommends that you vote FOR approval of the material terms
of the performance goals under the DXC Technology Company 2017 Omnibus Incentive Plan.

Summary of the Incentive Plan

Eligibility

All employees of DXC and its subsidiaries are eligible for awards under the Incentive Plan. In addition, holders of employee equity awards granted under one or more HPE equity incentive plans which were converted and assumed by us in connection with our spinoff from HPE (“Spinoff Awards”) and employee equity awards granted under one or more CSC equity incentive plans which were converted and assumed by us in connection with the CSC merger (“CSC Rollover Awards”) are eligible to participate in the Incentive Plan. As of April 1, 2017, following the Merger, there were approximately 178,000 employees eligible to participate in the Incentive Plan, including seven executive officers.

Administration

The Incentive Plan is administered by our Compensation Committee, except as otherwise provided with respect to actions or determinations by the Board.

Types of Awards

Options to purchase shares of common stock, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and cash awards may be granted under the Incentive Plan. Awards may be structured as performance awards subject to the attainment of one or more performance goals. Performance awards may be in the form of performance-based RSUs or PSUs, restricted stock, options, SARs or cash awards.

The per share exercise price of an option or SAR cannot be less than the fair market value per share of the common stock on the date of grant. Options and SARs must have fixed terms no longer than 10 years. Options may be granted as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”) or nonqualified stock options. Options may not include provisions that “reload” the option upon exercise.

Repricing and Exchanges

Repricing of options and SARs and the cancellation of options and SARs in exchange for cash or other awards or options or SARs having a lower exercise price is prohibited under the Incentive Plan without approval of our stockholders.

Vesting Limitations

Any award (other than a Spinoff Award or CSC Rollover Award) generally must have a minimum vesting period of one year. Earlier vesting of awards may occur in the events of death, disability, change in control, retirement, involuntary termination without cause or voluntary termination for good reason and to the extent provided for in an employee’s employment agreement that was effective prior to the effective date of the Incentive Plan. Vesting of options, SARs, restricted stock, RSUs, and PSUs may occur incrementally over the one-year vesting period. However, we may issue up to 1,710,000 shares that are not subject to the minimum vesting period.

Shares Reserved

The maximum number of shares of our common stock as to which awards may be granted under the Incentive Plan is 34,200,000 shares. Each Award (including a Spinoff Award or CSC Rollover Award) granted under the Incentive Plan, regardless of type, reduces the maximum share limit by one share for each share associated with the Award. Awards that by their terms may only be settled in cash do not reduce the maximum share limit. If an award expires or is terminated, cancelled or forfeited, the shares of common stock associated with the expired, terminated, cancelled or forfeited award will again be available for awards under the Incentive Plan. However, the following shares of common stock will not become available again for issuance under the Incentive Plan:

If cash is issued in lieu of shares of common stock pursuant to an award, the shares will not become available for issuance under the Incentive Plan.

Award Limits

Under the Incentive Plan, no employee may be granted, in any fiscal year period: options or SARs that are exercisable for more than 1,000,000 shares of common stock; stock awards covering more than 1,000,000 shares of common stock; or cash awards or RSUs that may be settled solely in cash having a value greater than $10,000,000. Spinoff Awards and CSC Rollover Awards are disregarded for purposes of applying these limitations.

Adjustments

The Incentive Plan provides for appropriate adjustments in the number of shares of common stock subject to awards and available for future awards, the exercise price or other price of outstanding awards, as well as the maximum award limits under the Incentive Plan, in the event of changes in our outstanding common stock by reason of a merger, stock split, reorganization, recapitalization or similar events.

Award Agreements

Each award granted under the Incentive Plan will be evidenced by an agreement that contains additional terms and conditions not inconsistent with the Incentive Plan as may be determined by the Compensation Committee in its sole discretion. These terms and conditions may include, among other things, the date of grant, the number of shares covered by the award or the cash amount of the award, the purchase or exercise price per share, the treatment upon a termination of employment of a participant, the means of payment for the shares, the purchase or exercise period and the terms and conditions of purchase or exercise, if applicable. No awards will provide any right to continued employment.

Dividends

The Compensation Committee may include provisions in stock awards for the payment or crediting of dividends or dividend equivalents upon vesting of the award. No dividends or dividend equivalents will be paid on unvested stock, RSU or PSU awards prior to vesting, and no dividends or dividend equivalents will be paid on options or SARs.

Performance Awards

Any award available under the Incentive Plan may be structured as a performance award. Performance awards not intended to qualify as qualified performance-based compensation under Section 162(m) will be based on achievement of goals and will be subject to terms, conditions and restrictions as the Compensation Committee determines.

Performance awards granted under the Incentive Plan that are intended to qualify as qualified performance-based compensation under Section 162(m) will be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective performance goals established by the Compensation Committee. One or more of these goals may apply to the employee, one or more of our business units, divisions or sectors, or our entire company, and if so desired by the Compensation Committee, by comparison with a peer group of companies including by direct reference to peers, by reference to an index, or by a similar mechanism. Performance awards may be based on any one or more of the following measures:

The Compensation Committee may provide in any particular performance award agreement that any evaluation of performance may include or exclude any of the following events that occurs during a performance period:

Awards that are intended to qualify as qualified performance-based awards may not be adjusted upward. The Compensation Committee may retain the discretion to adjust any performance awards downward, either on a formula or discretionary basis or any combination, as the Compensation Committee determines.

Change in Control

Unless (1) an award agreement provides otherwise or (2) the agreement effectuating a change in control fails to provide for the assumption or substitution of awards, upon a participant’s qualifying termination of employment within two years after the date of a change in control:

Assignability and Transfer

Generally, no award under the Incentive Plan will be assignable or otherwise transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order issued by a court of competent jurisdiction.

Award Termination; Forfeiture; Disgorgement

The Compensation Committee will have full power and authority to determine whether, to what extent and under what circumstances any award will be terminated, or forfeited or the participant should be required to disgorge the gains attributable to the award. In addition, awards will be subject to any recoupment or clawback policy adopted by, or applicable to, us.

Duration; Plan Amendments

The Incentive Plan, as amended, has a term of 10 years from its effective date and will expire on March 30, 2027. The Board may at any time amend, modify, suspend or terminate the Incentive Plan (and the Compensation Committee may amend or modify an award agreement) but in doing so cannot adversely affect any outstanding award without the participant’s written consent or make any amendment to the Incentive Plan without stockholder approval, if stockholder approval is otherwise required by applicable legal requirements.

Material Federal Income Tax Consequences of Awards Under the Incentive Plan

The following summary is based on current interpretations of existing U.S. federal income tax laws. The discussion below does not purport to be complete, and it does not discuss the tax consequences arising in the context of the participant’s death or the income tax laws of any local, state or foreign country in which a participant’s income or gain may be taxable.

Stock Options

Some of the options issuable under the Incentive Plan may constitute incentive stock options, while other options granted under the Incentive Plan may be nonqualified stock options. The Internal Revenue Code provides for special tax treatment of stock options qualifying as incentive stock options, which may be more favorable to employees than the tax treatment accorded nonqualified stock options. On grant of either form of option, the optionee will not recognize income for tax purposes, and we will not receive any deduction. Generally, on the exercise of an incentive stock option, the optionee will recognize no income for U.S. federal income tax purposes. However, the difference between the exercise price of the incentive stock option and the fair market value of the shares at the time of exercise is an adjustment in computing alternative minimum taxable income that may require payment of an alternative minimum tax. On the sale of shares of common stock acquired by exercise of an incentive stock option (assuming that the sale does not occur within two years of the date of grant of the option or within one year of the date of exercise), any gain will be taxed to the optionee as long-term capital gain. In contrast, on the exercise of a nonqualified option, the optionee generally recognizes taxable income (subject to withholding) in an amount equal to the difference between the fair market value of the shares of common stock acquired on the date of exercise and the exercise price. On any sale of those shares by the optionee, any difference between the sale price and the fair market value of the shares on the date of exercise of the nonqualified option will be treated generally as capital gain or loss. No deduction is available to us on the exercise of an incentive stock option (although a deduction may be available if the employee sells the shares acquired on exercise before the applicable holding periods expire); however, on exercise of a nonqualified stock option, we generally are entitled to a deduction in an amount equal to the income recognized by the employee. Except in the case of the death or disability of an optionee, an optionee has three months after termination of employment in which to exercise an incentive stock option and retain favorable tax treatment on exercise. An incentive stock option exercised more than three months after an optionee’s termination of employment other than on death or disability of an optionee cannot qualify for the tax treatment accorded incentive stock options. Any such option would be treated as a nonqualified stock option for tax purposes.

Stock Appreciation Rights (“SARs”)

The amount of any cash or the fair market value of any shares of common stock received by the holder on the exercise of SARs in excess of the exercise price will be subject to ordinary income tax in the year of receipt, and we will be entitled to a deduction for that amount.

Restricted Stock

Generally, a grant of shares of common stock under the Incentive Plan subject to vesting and transfer restrictions will not result in taxable income to the participant for federal income tax purposes or a tax deduction to us at the time of grant. The value of the shares will generally be taxable to the participant as compensation income in the year in which the restrictions on the shares lapse. Such value will be the fair market value of the shares as to which the restrictions lapse on the date those restrictions lapse. Any participant, however, may elect pursuant to Internal Revenue Code Section 83(b) to treat the fair market value of the restricted shares on the date of grant as compensation income in the year of grant, provided the participant makes the election pursuant to Internal Revenue Code Section 83(b)

within 30 days after the date of grant. In any case, we will receive a deduction for federal income tax purposes equal to the amount of compensation included in the participant’s income in the year in which that amount is so included.

Restricted Stock Units

A grant of a right to receive shares of common stock or cash in lieu of the shares will result in taxable income for federal income tax purposes to the participant at the time the award is settled in an amount equal to the fair market value of the shares or the amount of cash awarded. We will be entitled to a corresponding deduction at that time for the amount included in the participant’s income.

Performance Units

The amount of any cash or the fair market value of any shares of common stock received by the holder on the settlement of performance units under the Incentive Plan will be subject to ordinary income tax in the year of receipt, and we will be entitled to a deduction for that amount in the year in which that amount is included.

Cash Awards

Cash awards under the Incentive Plan are taxable income to the participant for federal income tax purposes at the time of payment. The participant will have compensation income equal to the amount of cash paid, and we will have a corresponding deduction for federal income tax purposes.

Basis; Gain

A participant’s tax basis in vested shares of common stock purchased under the Incentive Plan is equal to the sum of the price paid for the shares, if any, and the amount of ordinary income recognized by the participant on the transfer of vested shares. The participant’s holding period for the shares generally begins on the transfer to the participant of vested shares. If a participant sells shares, any difference between the amount realized in the sale and the participant’s tax basis in the shares is taxed as long-term or short-term capital gain or loss (provided the shares are held as a capital asset on the date of sale), depending on the participant’s holding period for the shares.

Certain Tax Code Limitations on Deductibility

In order for us to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. The ability to obtain a deduction for awards under the Incentive Plan could also be limited by Internal Revenue Code Section 280G, which provides that certain excess parachute payments made in connection with a change in control of an employer are not deductible.

The ability to obtain a deduction for amounts paid under the Incentive Plan could also be affected by Section 162(m), which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees to $1 million during any taxable year. However, certain exceptions apply to this limitation in the case of qualified performance-based compensation. It is intended that the approval of the material terms of the performance goals under the Incentive Plan by our stockholders will satisfy the stockholder approval requirement for the qualified performance-based exception and we will be able to comply with the requirements of the Internal Revenue Code and Treasury Regulation Section 1.162-27 as they relate to the grant and payment of certain qualified performance-based awards (including options and SARs) under the Incentive Plan so as to be eligible for the qualified performance-based exception. In some cases, we may determine it is in our interests to not satisfy the requirements for the qualified performance-based exception.

Internal Revenue Code Section 409A

Internal Revenue Code Section 409A generally provides that deferred compensation subject to Internal Revenue Code Section 409A that does not meet the requirements for an exemption from Internal Revenue Code Section 409A must satisfy specific requirements, both in operation and in form, regarding: (1) the timing of payment; (2) the election of deferrals; and (3) restrictions on the acceleration of payment. Failure to comply with Internal Revenue Code Section 409A may result in the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty at the federal level (and possibly penalties at the state level) on the participant of the deferred amounts included in the participant’s income.

Benefits Granted Under the Incentive Plan

The number and type of awards that will be granted under the Incentive Plan are not determinable at this time as the Compensation Committee or the Board, as applicable, will make these determinations in its sole discretion. However, the awards granted under the CSC equity incentive plans to the named executive officers during CSC’s 2017 fiscal year are set forth in the “Grants of Plan-Based Awards” table below. In addition, during CSC’s 2017 fiscal year, CSC granted a total of 775,051 stock options and 332,247 RSUs or PSUs to its

executive officers as a group, and a total of 1,675,925 stock options or SARs and 817,938 RSUs or PSUs to its non-executive officer employees as a group. Our non-employee directors are not eligible to participate in the Incentive Plan.

Equity Compensation Plan Information

As of March 31, 2017, the end of our most recently completed fiscal year, there were 34,430,000 shares available for future issuance and zero shares subject to outstanding awards under our shareholder-approved equity compensation plans and zero shares available for future issuance or subject to outstanding shares under equity compensation plans that had not been approved by our shareholders. The following table gives information about CSC’s equity compensation plans as of March 31, 2017, prior to the Merger.

THE BOARD

DXC is committed to maintaining the highest standards of corporate governance. The Board’s responsibilities include, but are not limited to:

The Board discharges its responsibilities through regularly scheduled meetings as well as telephonic meetings, action by written consent and other communications with management as appropriate. DXC expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of DXC’s stockholders at which they are standing for election or re-election as directors.

Prior to the Spin-Off on March 31, 2017 and Merger on April 1, 2017, Everett was a wholly owned subsidiary of HPE. Since prior fiscal year information for DXC with respect to Board meetings, attendance and committees is not applicable, we disclose the following information with respect to CSC. During the fiscal year ended March 31, 2017, CSC held 13 meetings of the full CSC Board of Directors, CSC’s Audit Committee held 13 meetings, CSC’s Compensation Committee held 7 meetings and CSC’s Nominating/ Corporate Governance Committee held 8 meetings. No CSC director on the CSC Board as of March 31, 2017 attended fewer than 75% of the aggregate of (1) the total number of meetings of the Board, and (2) the total number of meetings held by all committees of the Board on which he or she served during the fiscal year ended March 31, 2017. Each of the CSC directors then serving attended the 2016 Annual Meeting of Stockholders.

Governance is a continuing focus at DXC, starting with the Board and extending to all employees. We solicit feedback from our stockholders on governance and executive compensation practices and engage in discussions with various groups and individuals on governance issues and improvements. In this section, we describe some of our key governance policies and practices.

Corporate Governance Guidelines

The Board adheres to governance principles designed to assure excellence in the execution of its duties and regularly reviews the Company’s governance policies and practices. These principles are outlined in DXC Corporate Governance Guidelines (the “Guidelines”), which, in conjunction with our Articles of Incorporation (“Articles of Incorporation”), Bylaws (“Bylaws”), Code of Business Conduct (“Code of Conduct”), Board committee charters and related policies, form the framework for the effective governance of DXC.

The full text of the Guidelines, the charters for each of the Board committees, the Code of Conduct, the Equity Grant Policy, the Related Party Transactions Policy and Executive Compensation Clawback Policy are available on DXC’s Website, www.dxc.technology, under “Corporate Governance.” These materials are also available in print to any person, without charge, upon request, by calling 1-703-245-9700 or writing to:

Investor Relations
DXC Technology Company
1775 Tysons Boulevard
Tysons, VA 22102

Board Leadership Structure

The Board’s leadership structure consists of a Chairman and CEO, a lead independent director (the “Lead Director”) and strong committee chairs. The Board has determined that combining the offices of CEO and Chairman, coupled with a Lead Director with broad authority and responsibility, is the most effective leadership model for DXC. The Board also believes this structure provides independent Board leadership and engagement, while providing the benefit of having our CEO, who manages DXC’s day-to-day operations, chair regular Board meetings as we discuss key business and strategic issues. Effective April 1, 2017, J. Michael Lawrie became our Chairman, President and CEO. Mr. Lawrie has more than 30 years of industry experience, extensive senior level management experience and familiarity with the global aspects of our business and operations. In accordance with the Guidelines, the independent directors have designated Peter Rutland, to serve as Lead Director. As further specified in the Guidelines, generally a Lead Director serves for a term of two years, and does not serve for more than two consecutive terms.

As Lead Director, Mr. Rutland has the following duties and responsibilities:

DXC’s governance processes include executive sessions of the independent directors after the conclusion of each regularly scheduled Board meeting, annual evaluations by the independent directors of the CEO’s performance, succession planning, annual Board and committee self-assessments and the various governance processes contained in the Guidelines and the Board committee charters.

Director Independence

Independent Directors. The Board assesses the independence of our directors and examines the nature and extent of any relations between the Company and our directors, their families and their affiliates. The Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (“NYSE”) requirements for director independence (as set forth in Appendix A to this proxy statement) and the Board of Directors affirmatively determines that the director has no material relationship with DXC (either directly, or as a partner, stockholder or officer of an organization that has a relationship with DXC). The Board has determined that each of the following directors are independent for purposes of DXC’s Corporate Governance Guidelines: Mukesh Aghi, Amy E. Alving, David L. Herzog, Sachin Lawande, Julio A. Portalatin, Peter Rutland, Manoj P. Singh and Robert F. Woods.

Independent Director Meetings. The non-management directors regularly meet in executive session after the conclusion of each regularly scheduled Board meeting, and meet at such additional times as they may determine.

Committee Independence Requirements. Subject to certain transition periods for newly listed companies, all members serving on the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee must either be independent as defined by the Guidelines or otherwise be eligible to be a committee member under Section 303A of the NYSE Listed Company Manual. In addition, Audit Committee members must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to audit committees, and each Compensation Committee member must meet heightened independence criteria under the rules and regulations of the NYSE and the SEC relating to compensation committees, be a “non-employee director” pursuant to the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company expects to have a fully independent Nominating/Corporate Governance Committee within the applicable one year transition period provided under Section 303A.

Risk Management

We believe our Board leadership structure supports a risk-management process in which senior management is responsible for our day-to-day risk-management processes and the Board provides oversight of our risk management. As part of its oversight responsibility, the Board oversees and maintains our governance and compliance processes and procedures to promote high standards of responsibility, ethics and integrity.

Management Role. In order for us to identify and mitigate our risk exposures, we have established an Enterprise Risk Management (“ERM”) function to (i) identify risks in the strategic, operational, financial reporting and compliance domains, for DXC as a whole, as well as for each operating unit, and (ii) evaluate the effectiveness of existing mitigation strategies. The ERM function reports to the Chief Financial Officer (“CFO”), and coordinates and reviews assessments of internal processes and controls for ongoing compliance with internal policies and legal regulatory requirements. The ERM function periodically reports potential areas of risk to the Board and its committees.

Our enterprise risk, issue and opportunity management framework is centralized under a single executive owner to facilitate consistent processes, definitions and tools to proactively address operational, financial, compliance and strategic risks, issues and opportunities.

Board Role. The Board has overall responsibility for oversight of risk and assessment of our strategic and operational risks throughout the year on an ongoing basis. Members of senior management regularly report on the opportunities and risks faced by us in the markets in which we conduct business.

Committee Role. In fulfilling its oversight role, the Board delegates certain risk management oversight responsibility to the Board’s committees. The committees meet regularly and report any significant issues and recommendations discussed during the committee meetings to the Board. Specifically, each committee fulfills the following oversight roles:

Compensation and Risk

In March 2017, prior to the Merger, CSC management reviewed CSC’s executive and non-executive compensation programs and determined that none of its compensation programs encouraged or created unnecessary risk taking, and none was reasonably likely to have a material adverse effect on CSC. In conducting this assessment, CSC inventoried its executive and non-executive plans and programs and analyzed the components and design features of these programs in the context of risk mitigation. A summary of the findings of the assessment was provided to the CSC Compensation Committee and the CSC Board. Overall, CSC concluded that (1) CSC’s executive compensation programs provided a mix of awards with performance goals and design features that mitigated excessive risk taking; (2) non-executive employee (non-sales) arrangements were primarily fixed compensation (salary and benefits) with limited incentive opportunity and did not encourage excessive risk taking; and (3) sales force incentive compensation plans moderated risk by using metrics that focused on driving sales growth, but not at the expense of profitability. CSC also considered its robust executive stock ownership guidelines, clawback policy and anti-hedging policy as risk mitigating features of its executive compensation program. As described in the Compensation Discussion and Analysis below, we expect to continue the same general framework of CSC’s executive compensation program going forward, and believe the same risk mitigating features that applied under CSC’s compensation programs will continue to apply under our programs as well.

Equity Ownership Guidelines

Under stock ownership guidelines adopted by the Board, Board members, other than the CEO, have an equity ownership requirement of five times their annual retainer to be achieved over a five-year period. Restricted stock units, as well as directly held shares, are taken into account for purposes of determining whether requirements have been met. Stock ownership guidelines for the executive officers, including the CEO, are described under “Compensation Discussion and Analysis—Additional Compensation Policies—Equity Ownership Guidelines.”

Talent Management and Succession Planning

Our Compensation Committee and Board are responsible for reviewing succession plans. The Compensation Committee oversees succession planning and leadership development for the Company’s senior management. The Compensation Committee has responsibility to review and make recommendations with respect to (a) the Board’s succession plan for the CEO and (b) the Company’s succession plans for other members of senior management.

Director Education

The Board recognizes the importance of its members keeping current on DXC and industry issues and their responsibilities as directors. All new directors attend orientation training soon after being elected to the Board. Also, the Board encourages attendance at continuing education programs for Board members, which may include internal strategy or topical meetings, third-party presentations, and externally-offered programs.

Code of Ethics and Standards of Conduct

DXC is committed to high standards of ethical conduct and professionalism, and our Code of Conduct confirms our commitment to ethical behavior in the conduct of all DXC activities and reflects our CLEAR values. The Code of Conduct applies to all directors, all officers (including our CEO, CFO and Principal Accounting Officer (“PAO”)) and employees of DXC and it sets forth our policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of DXC and customer property and providing a proper and professional work environment. We maintain a worldwide toll-free and internet-based helpline, the DXC OpenLine, which employees can use to communicate any ethics-related concerns, and we provide training on ethics and compliance topics for all employees. The DXC OpenLine is administered by a third-party provider. The ethics and compliance function resides in the Ethics and Compliance Office and is managed by DXC’s Chief Ethics and Compliance Officer.

Prior to the Spin-Off on March 31, 2017 and Merger on April 1, 2017, Everett was a wholly owned subsidiary of HPE. Since prior fiscal year disclosure for DXC with respect to amendments or waivers of the Code of Conduct is not applicable, we disclose the following information with respect to CSC. For the year ended March 31, 2017, there were no waivers of any provisions of CSC’s Code of Conduct for CSC’s CEO, CFO or PAO. In the event DXC amends or waives any provision of the DXC Code of Conduct applicable to our CEO, CFO and PAO that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K, we intend to disclose these actions on our website.

Board Diversity

The Nominating/Corporate Governance Committee is responsible for developing and recommending to the Board the appropriate qualifications including specific qualities or skills sought for Board members in the context of our business and then-current membership on the Board.

Mandatory Retirement of Directors

Under our bylaws, directors must retire by the close of the first annual meeting of stockholders held after they reach age 72, unless the Board determines that it is in the best interests of DXC and its stockholders for the director to continue to serve until the close of a subsequent annual meeting.

Resignation of Employee Directors

Under the Guidelines, the CEO must offer to resign from the Board when he or she ceases to be a DXC employee.

Communicating with the Board

Stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or with the non-executive Chairman, by writing in care of the Corporate Secretary, DXC Technology Company, 1775 Tysons Boulevard, Tysons, VA 22102. The Corporate Secretary reviews all submissions and forwards to members of the Board all appropriate communications that in his judgment are not offensive or otherwise objectionable and do not constitute commercial solicitations.

COMMITTEES OF THE BOARD

As of the date of this proxy statement, the Board has 10 directors and three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee.

Subject to certain transition periods for newly listed companies, each director serving on the Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee must be independent. With respect to Ms. Whitman, the Company relies upon the exemption provided in Section 303A of the NYSE Listed Company Manual allowing a minority of Nominating/Corporate Governance Committee members to be exempt from the independence requirements for one year following the listing. The Board does not believe that the reliance upon such exemption materially adversely affects the Nominating/Corporate Governance Committee’s ability to act independently and to satisfy the other requirements of Section 303A. The Company expects to have a fully independent Nominating/ Corporate Governance Committee within the applicable one year transition period provided under Section 303A.

In addition:

Audit Committee

1      For the fiscal year ended March 31, 2017, CSC’s Audit Committee held 13 meetings.

Anyone with questions or complaints regarding accounting, internal accounting controls, or auditing matters may communicate them to the DXC Ethics and Compliance Office and our Audit Committee by contacting DXC’s OpenLine at http://www.dxcopenline. ethicspoint.com. Calls may be confidential or anonymous. Questions and complaints marked for the Audit Committee are forwarded to the Committee’s chairman for its review, and reviewed and addressed, as appropriate, by DXC’s General Counsel, the Vice President of Ethics and Compliance, the Head of Internal Audit, and the Principal Accounting Officer. The Audit Committee may direct special treatment, including the retention of outside advisors, for any concern communicated to it. The Code of Business Conduct makes clear DXC’s zero tolerance position on matters of retaliation by management or anyone against DXC employees for any report or communication made in good faith through the DXC OpenLine.

Compensation Committee

1     For the fiscal year ended March 31, 2017, CSC’s Compensation Committee held 7 meetings.

Compensation Committee Interlocks and Insider Participation. Prior to the Spin-Off on March 31, 2017 and Merger on April 1, 2017, Everett was a wholly owned subsidiary of HPE. Since prior fiscal year information for DXC with respect to DXC Compensation Committee interlocks and insider participation is not applicable, we disclose the following information with respect to CSC. None of Mukesh Aghi, Mark Foster or Sachin Lawande, the members of the CSC compensation committee, was at any time during Fiscal 2017, or at any other time, one of CSC’s officers or employees. No executive officer of CSC served on the compensation committee or board of any company that employed any member of the CSC compensation committee or board.

Nominating/Corporate Governance Committee

1     For the fiscal year ended March 31, 2017, CSC’s Nominating/Corporate Governance Committee held 8 meetings.

AUDIT COMMITTEE REPORT

Due to the timing of the consummation of the Merger on April 1, 2017, and based on CSC being considered the accounting acquirer and the predecessor of DXC, the Audit Committee reviewed and discussed with management and Deloitte & Touche LLP, DXC’s independent auditors, CSC’s audited financial statements for the fiscal year ended March 31, 2017, management’s assessment of the effectiveness of CSC’s internal control over financial reporting and Deloitte & Touche LLP’s evaluation of CSC’s internal control over financial reporting. The Audit Committee also discussed with the independent auditors the materials required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee received from Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the PCAOB, and discussed with them their independence.

Based on such review and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved for inclusion in DXC’s Annual Report and for filing with the SEC the audited financial statements of CSC in CSC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 for filing with the SEC.

The Audit Committee also appointed Deloitte & Touche LLP as DXC’s independent auditors for the fiscal year ending March 31, 2018, and recommended to the Board of Directors that such appointment be submitted to our stockholders for ratification.

David L. Herzog, Chair

Peter Rutland

Robert F. Woods

DIRECTOR COMPENSATION

SEC rules require us to describe the compensation paid to our non-employee directors during our most recently completed fiscal year. Due to the timing of the consummation of the Merger on April 1, 2017, and since CSC is the accounting acquirer in the Merger, and the framework of our non-employee director compensation program is substantially similar to the non-employee director compensation program previously maintained by CSC prior to the Merger, in the tables and narrative below, we describe the CSC non-employee director compensation program and the compensation paid to the non-employee directors of CSC for CSC’s fiscal year ended March 31, 2017 (“Fiscal 2017”), prior to the Merger, as well as information about our own non-employee director compensation program going forward. Four of our current non-employee directors (Messrs. Aghi, Lawande, Rutland and Woods) were directors of CSC prior to the Merger. These individuals as well as our other non-employee directors (Messrs. Herzog, Portalatin and Singh and Mses. Alving and Whitman) were appointed to our Board effective as of April 1, 2017. Mr. Lawrie, our CEO and Chairman of our Board, who was also CSC’s CEO and the Chairman of CSC’s board of directors prior to the Merger, did not receive any separate compensation for his activities on CSC’s board of directors, nor does he receive any separate compensation for his activities on our Board.

The following table sets forth the annual retainer and attendance fees paid to CSC’s non-employee directors during Fiscal 2017. Following with the Merger, our Board approved maintaining the same retainers and fees for our non-employee directors for periods after the Merger.

granted to the CSC directors at CSC’s August 2016 annual meeting. Following the Merger, vested RSUs continue to remain subject to a director’s previous deferral elections, if any, and will be settled in an equivalent number of shares of our common stock at the time or times originally elected by the director. We expect the features of our Annual Equity Award grants to our non-employee directors to be substantially similar to CSC’s going forward.

The following table sets forth for each individual who served as a non-employee director of CSC during Fiscal 2017 certain information with respect to compensation paid to them by CSC in Fiscal 2017.

Column (c) reflects the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 - Compensation - Stock Compensation (“FASB ASC Topic 718”) in connection with the RSUs granted during Fiscal 2017. For a discussion of the assumptions made in the valuation of restricted stock and RSUs, reference is made to the section of Note 1 of the Consolidated Financial Statements in CSC’s 2017 Annual Report filed on Form 10-K providing details of CSC’s accounting under FASB ASC Topic 718. The aggregate number of unvested CSC stock awards outstanding for each CSC director at March 31, 2017 (all of which vested upon the Merger) were as follows:

SECURITY OWNERSHIP

The following table provides information on the beneficial ownership of our common stock as of June 12, 2017, by:

Unless otherwise indicated, each person or group has sole voting and investment power with respect to all shares beneficially owned.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires DXC directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of DXC common stock and other equity securities of DXC. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Prior to the Spin-Off on March 31, 2017 and Merger on April 1, 2017, Everett was a wholly owned subsidiary of HPE. Since disclosure for DXC with respect to beneficial ownership reporting compliance for the fiscal year ended March 31, 2017 is not applicable, we disclose the following information with respect to CSC. To our knowledge, based solely on a review of information furnished to CSC, reports filed through CSC and representations that no other reports were required, all of CSC’s executive officers, directors and greater than 10% beneficial owners filed the reports required under Section 16(a) on a timely basis for the fiscal year ended March 31, 2017.

Related Party Transaction Policy

The Company has adopted a written policy requiring the approval of the Nominating/Corporate Governance Committee of all transactions in excess of $120,000 between the Company and any related person (“Interested Transactions”). For the purposes of this policy, a related person is any person who was in any of the following categories at any time during the most recently completed fiscal year:

A transaction includes any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

In determining whether to approve an interested transaction, the Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director will participate in any discussion or approval of an interested transaction for which he or she (or an immediate family member) is a related party, except that the director will provide all material information concerning the interested transaction to the Nominating/ Corporate Governance Committee.

Agreements with HPE

Background of the Spin-Off and Merger

As previously disclosed, on March 31, 2017, pursuant to a Separation and Distribution Agreement, dated as of May 24, 2016 (as amended on November 2, 2016, as further amended on December 6, 2016, as further amended on January 27, 2017 and as further amended on March 31, 2017, the “Separation Agreement”), by and among DXC and Hewlett Packard Enterprise Company (“HPE”), HPE completed the previously announced separation of its Enterprise Services business, which was accomplished by the pro-rata distribution of all the issued and outstanding common stock, par value $0.01 per share, of DXC (the “DXC Common Stock”) to HPE’s stockholders as of the close of business on March 20, 2017, the record date for the distribution (the “Distribution”), and DXC paid the Everett Payment (defined below). In the Distribution, HPE stockholders received 0.085904 shares of DXC Common Stock for every one share of HPE common stock held at the close of business on the record date.

As a result of the Spin-Off, DXC became an independent public company, and its common stock began regular-way trading under the symbol “DXC” on the New York Stock Exchange on April 3, 2017. HPE distributed a total of 141,865,656 shares of DXC Common Stock to HPE stockholders as of the close of business on the record date.

Effective as of 3:01 a.m. Eastern time on April 1, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 24, 2016 (as amended on November 2, 2016 and as further amended on December 6, 2016, the “Merger Agreement”), by and among DXC, CSC, Everett Merger Sub Inc., New Everett Merger Sub Inc., a wholly owned subsidiary of DXC (“Merger Sub”) and HPE, Merger Sub merged with CSC, with CSC as the surviving corporation (the “Merger”). In the Merger, CSC stockholders received one share of DXC Common Stock for every one share of CSC common stock held immediately prior to the Merger. DXC issued a total of 141,298,797 shares of DXC Common Stock to CSC stockholders, representing approximately 49.9% of the outstanding shares of DXC Common Stock immediately following the Merger. As a result of the Merger, CSC is now a direct wholly owned subsidiary of DXC.

As contemplated by the Spin-Off and the Merger, on December 16, 2016, DXC entered into a term loan agreement (the “Term Loan Agreement”), together with the lenders named therein, the arrangers named therein and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, providing for a senior unsecured delayed draw, term loan facility in the aggregate principal amount of the

U.S. dollar equivalent of $2 billion, consisting of (i) Tranche A-1 Term Loans in U.S. dollars in an aggregate amount of $375 million (the “Tranche A-1 Loans”), (ii) Tranche A-2 Term Loans in U.S. dollars in an aggregate amount of $1.310 billion (the “Tranche A-2 Loans”) and (iii) Tranche A-3 Term Loans in Euros in an aggregate amount of the Euro equivalent of $315 million (the “Tranche A-3 Loans”). On March 31, 2017, all of the Tranche A-1 Loans and the Tranche A-2 Loans were funded in an aggregate amount of $1.685 billion and all of the Tranche A3 Loans were funded in an aggregate amount of 290,052,000 Euros, the proceeds of which were used by DXC to distribute to HPE cash in an aggregate amount equal to approximately $3.008 billion (the “Everett Payment”). Terms and conditions of the Term Loan Agreement are as described in HPE’s current report on Form 8-K filed with the SEC on December 22, 2016 and as described in DXC’s current report on Form 8-K filed with the SEC on March 8, 2017.

Agreements with HPE

Following the Spin-Off and the Merger, HPE does not have an ownership interest in DXC, and DXC operates independently of HPE. In order to govern the ongoing relationships between us and HPE after the Spin-Off and Merger and to facilitate an orderly transition, we and HPE entered into agreements providing for various services and rights following the Spin-Off and Merger and under which we and HPE agreed to indemnify each other against certain liabilities arising from our respective businesses.

The summaries below set forth the terms of the agreements that DXC believes are material. To the extent the agreements described below have been filed as exhibits to CSC’s 2017 Annual Report on Form 10-K or DXC’s Current Reports on Form 8-K, these summaries are qualified in their entirety by reference to the full text of the applicable agreements.

Employee Matters Agreement

HPE, DXC and CSC have entered into an Employee Matters Agreement with respect to the transfer of certain employees engaged in the DXC business and related matters, including terms of employment, benefit plan transition and coverage and other compensation and labor matters.

Tax Matters Agreement

DXC and HPE entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution and certain related transactions to qualify for their intended tax treatment), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and assistance and cooperation in respect of tax matters.

The Tax Matters Agreement also imposes certain restrictions on CSC, DXC and its subsidiaries with respect to actions that could cause the Distribution and certain related transactions to fail to qualify for their intended tax treatment. Such restrictions include, without limitation, restrictions on share issuances, certain debt issuances, business combinations, transactions (other than the Merger) that would (when combined with certain other transactions or changes in ownership of DXC stock) have the effect of causing one or more persons to acquire stock (directly or indirectly) comprising 40% or more the vote or value of all outstanding shares of DXC stock, sales of assets, partial and full liquidations, the cessation of the active conduct of certain businesses, amendments of organizational documents, actions that affect the voting rights of DXC stock, share redemptions and repurchases, and certain other actions that could adversely affect the intended tax treatment of the Distribution and certain related transactions. The Tax Matters Agreement will provide special rules that allocate tax liabilities in the event the Distribution and certain related transactions fail to qualify for their intended tax treatment. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes imposed on HPE or DXC that arise from (i) the failure of the Distribution, together with certain related transactions, to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code, or (ii) the failure of certain other related transactions consummated in connection with HPE’s internal restructuring to qualify for their intended tax treatment, in each case, to the extent that the failure to so qualify is attributable to certain actions (or inactions) of, or certain events relating to, such party or certain persons related to such party. To the extent that the failure to qualify is not so attributable, such taxes will generally be the responsibility of HPE.

IP Matters Agreement

HPE, Hewlett Packard Enterprise Development LP (together with HPE, “HPE Grantors”) and DXC entered into an IP Matters Agreement in respect of certain intellectual property (including patents, trademarks and domain names) and certain technology (including software and related copyrights) used in the current conduct of the DXC business. Pursuant to the IP Matters Agreement, HPE Grantors will transfer to DXC patents, registered trademarks and registered copyrights, and applications for any of the foregoing, and domain names owned by the HPE Grantors or any other members of the HPE Group that are listed on exhibits to the IP Matters Agreement, and software, unregistered trademarks and trade secrets owned by the HPE Grantors or any other members of the HPE Group that are used exclusively in the current conduct of the DXC Business. Such transferred intellectual property will be transferred to DXC subject to any pre-existing (i) non-exclusive licenses and (ii) portfolio-wide patent cross-licenses or other commercial arrangements, in each case, that

are granted in the ordinary course and are not material to the DXC business. HPE Grantors will also transfer to DXC certain specified agreements that grant third parties rights in such transferred intellectual property. DXC will grant back to the HPE Group a perpetual, nonexclusive, fully paid up, royalty-free, generally nontransferable and nonsublicensable license to the patents and patent applications included in such transferred intellectual property to conduct HPE’s retained businesses as conducted prior to the Distribution and natural evolutions thereof.

Transition Services Agreement

DXC and HPE entered into a transition services agreement pursuant to which HPE and its subsidiaries and DXC and its subsidiaries will provide, on an interim, transitional basis, various services to each other. The services that will be provided under the agreement will be described in service schedules attached to the agreement. The charges for the services will be determined on a cost-plus basis. The recipient will also pay any exit and stranded costs associated with the provision of services on a pro rata basis over the applicable service duration.

The Transition Services Agreement will terminate on the last date on which either party is obligated to provide any service to the other party, which will generally be up to nine months following the date of the Distribution. The recipient will have the opportunity to extend the duration of a particular service under the Transition Services Agreement for two extension periods of three months each, subject to specified exceptions. The provider or recipient of a particular service will generally be able to terminate that service prior to the scheduled expiration date in the event of the other party’s uncured material breach with respect to such service, and the recipient of a particular service may terminate such service for convenience, subject to a specified minimum notice period and, in the case of certain services, payment of any termination charges specified in the applicable service schedule. Termination is subject to the recipient’s payment of any unpaid exit and stranded costs and other termination costs payable by the provider solely as a result of the early termination.

The cumulative liability of each party under the Transition Services Agreement will be limited to the aggregate charges paid to such party in connection with the provision of the services to the other party under the agreement, except for such party’s liability with respect to payment of charges, breaches of confidentiality obligations, its gross negligence or willful misconduct, or third-party claims for which it is required to indemnify the other party. The agreement will include a waiver of any special, indirect, incidental, punitive or consequential damages, except where such damages arise from breaches of confidentiality obligations or in the case of gross negligence or willful misconduct.

Real Estate Matters Agreement

DXC and HPE entered into a Real Estate Matters Agreement pursuant to which HPE transferred to or shares with DXC certain leased and owned property, and DXC transferred to or shares with HPE certain leased and owned property. The Real Estate Matters Agreement describes the manner in which the specified leased and owned properties are transferred or shared.

Information Technology Services Agreement

DXC and HPE entered into an Information Technology Services Agreement pursuant to which DXC will provide information technology services to HPE. The charges for the services will generally be determined on a volumetric basis. Each year under the term of the agreement, HPE has agreed to a minimum annual revenue commitment.

The Information Technology Services Agreement will terminate on the fifth anniversary of the effective date of the agreement, unless earlier terminated by the parties in accordance with its terms. HPE will have the opportunity to extend the duration of the services under the agreement for two extension periods of up to one year each. HPE may terminate any service for convenience, subject to a specified minimum notice period and payment of any termination charges. DXC may only terminate the agreement upon HPE’s failure to cure HPE’s non-payment of undisputed charges owed under the agreement.

The Information Technology Services Agreement includes a waiver of any special, indirect, punitive or consequential damages and the cumulative liability of each party under the agreement will be limited to the aggregate charges paid to DXC for the 18 months prior to the month in which the most recent event giving rise to liability occurred, except, in each case, for such party’s liability with respect to fraud, willful misconduct, intentional tortious conduct, gross negligence, breaches of confidentiality obligations (except breaches related to HPE data, which are subject to a cumulative liability cap equal to 24 months’ charges), intellectual property infringement, certain third-party claims for which it is required to indemnify the other party, breaches of law by a party, damages related to bodily injury or tangible or real property damage, HPE’s payment obligations and DXC’s abandonment of the services.

Preferred Vendor Agreements

DXC and HPE entered into Preferred Vendor Agreements, pursuant to which HPE will (i) make available to DXC for purchase hardware products sold by HPE, and technology services provided by HPE and (ii) make available to DXC for purchase and license software products sold or licensed by HPE, and technology (including SaaS), support, professional and other services provided by HPE. The Preferred Vendor Agreements will require HPE to offer DXC pricing for these products and services that is equal to or better than that offered by HPE to similarly situated customers in the market.

The Preferred Vendor Agreements have a three-year term from the date of the Distribution, subject to early termination by HPE for convenience, subject to a specified minimum notice period, or in the event of a change of control of DXC or an uncured material breach.

Fiscal 2017 Related Party Transactions

Except for the Transactions with HPE described above, there have been no transactions since April 1, 2016, nor are there any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, which required the approval of the Nominating/Corporate Governance Committee under our interested transaction policy, and in which any related person had, has or will have a direct or indirect material interest and which is required to be disclosed under applicable SEC rules.

The following are our current executive officers:

Business Experience of Executive Officers

J. Michael Lawrie serves as Chairman, President and Chief Executive Officer of DXC. Mr. Lawrie joined CSC as President and Chief Executive Officer on March 19, 2012 and as a member of its Board of Directors in February 2012. On December 15, 2015, Mr. Lawrie was appointed chairman of the CSC Board of Directors. Prior to joining CSC, he served as the Chief Executive Officer of U.K.-based Misys plc, a leading global IT solutions provider to the financial services industry, from November 2006 to March 2012. Mr. Lawrie also served as the Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., from October 2008 to August 2010. From 2005 to 2006, Mr. Lawrie was a general partner with ValueAct Capital, a San Francisco-based private investment firm. He also served as Chief Executive Officer of Siebel Systems, Inc., an international software and solutions company, from 2004 to 2005. Mr. Lawrie also spent 27 years with IBM where he rose to Senior Vice President and Group Executive, responsible for sales and distribution of all IBM products and services worldwide. From 1998 to 2001, Mr. Lawrie was General Manager for IBM’s business in Europe, the Middle East and Africa, which included operations in 124 countries and 90,000 employees. Prior to that, Mr. Lawrie served as General Manager of Industries for IBM’s business operations in Asia Pacific, based in Tokyo. Mr. Lawrie is a Trustee of Drexel University, Philadelphia.

Paul N. Saleh serves as Executive Vice President and Chief Financial Officer of DXC. Mr. Saleh joined CSC as Vice President and Chief Financial Officer on May 23, 2012. Prior to joining CSC, Mr. Saleh served as the Chief Financial Officer of Gannett Co. from 2010 to 2012. Prior to his tenure at Gannett Co., from 2008 to 2010, Mr. Saleh was a Managing Partner at Menza Partners, an operational and financial advisory group focusing on media, telecommunications and technology industries. Prior to that, he served as Chief Financial Officer of Sprint Nextel Communications from 2001 to 2007 and as Interim Chief Executive Officer of Sprint Nextel until 2008. He served as Senior Vice President and Chief Financial Officer of Walt Disney International where he also held various other senior positions from 1997 to 2001.

William L. Deckelman, Jr. serves as Executive Vice President, General Counsel and Secretary of DXC. Mr. Deckelman served as Executive Vice President, General Counsel and Secretary of CSC since August 2014. Mr. Deckelman joined CSC in January 2008 and served as Vice President, General Counsel and Secretary from 2008 to 2012, and as Executive Vice President and General Counsel from 2012 to August 2014. Prior to joining CSC, Mr. Deckelman served as Executive Vice President and General Counsel of Affiliated Computer Services Inc., since March 2000, and served as a director from 2000 to 2003, holding various executive positions there since 1989.

Michael G. Nefkens serves as Executive Vice President and General Manager, Regions & Industries of DXC. Mr. Nefkens served as Executive Vice President and General Manager, Enterprise Services at Hewlett Packard Enterprise Company since 2015. Prior to that, Mr. Nefkens performed a similar role at Hewlett-Packard Co. (“HP Co.”) from December 2012 to November 2015, having been appointed to the role in an acting capacity in August 2012. Previously, Mr. Nefkens served as Senior Vice President and General Manager of Enterprise Services in the EMEA region at HP Co. from November 2009 to August 2012.

Stephen Hilton serves as Executive Vice President, Global Delivery Organization of DXC. Mr. Hilton served as the Executive Vice President and General Manager, Global Infrastructure Services of CSC since 2015. Prior to joining CSC, from 2006 to 2014, Mr. Hilton served as Managing Director and Chief Information Officer, Technology Infrastructure Services, and as Head of Corporate Real Estate & Services at Credit Suisse. Prior to his tenure at Credit Suisse, Mr. Hilton served from 2003 to 2006 in an Information Technology leadership role at JP Morgan Chase. Prior to that, from 1996 to 2003, Mr. Hilton worked at CSC as a service delivery executive, technical architect and business development/sales director and was based in London, Singapore and New York.

Joanne Mason serves as Executive Vice President and Chief Human Resources Officer of DXC. Ms. Mason served as Chief Human Resource Officer and Vice President of CSC since March 2015. Ms. Mason joined CSC in March 2012 as Chief of Staff and Head of Change Management and Execution Office. Prior to joining CSC, from October 2006 to March 2012, Ms. Mason served as Chief of Staff and Operation Director at Misys plc. Ms. Mason previously served in various management roles at Zouk Capital from 2004 to 2006, Lendlease Group from 2002 to 2004 and Energis Communications Ltd. from 1999 to 2002.

Neil A. Manna serves as Senior Vice President and Controller of DXC. Mr. Manna served as Principal Accounting Officer, Vice President and Controller since joining CSC on August 16, 2016. Prior to joining CSC, he served as the Chief Accounting Officer and Senior Vice President of CA, Inc. from December 2008 to June 3, 2016. He served as Principal Accounting Officer and Vice President of Worldwide Accounting for RealNetworks, Inc. from July 2007 to November 2008. He served as the Chief Financial Officer of TimePlus Systems, LLC (formerly TimePlus, Inc.) from November 2005 to April 2007. From February 2000 to October 2005, he served as a Director of Finance for the Payroll Division of Intuit and Controller of Employee Matters, Inc. From July 1990 to February 2000 he served as the Principal Accounting Officer, Vice President of Finance, Controller and Treasurer of CHI Energy, Inc. He is a Certified Public Accountant and holds a Bachelor’s degree in Accounting and a Master’s degree in Business Administration.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Mukesh Aghi, Chair
Sachin Lawande
Julio A. Portalatin

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis (“CD&A”) is designed to discuss our executive compensation programs and policies for our most recently completed fiscal year. Since CSC was the accounting acquirer in the Merger, we have adopted CSC’s accounting policies, including CSC’s fiscal year, which ended most recently on March 31, 2017 (“Fiscal 2017”). Most of our current executive officers, including Mr. Lawrie, our Chief Executive Officer, come from CSC. For these reasons, and due to the timing of the consummation of the Merger on April 1, 2017, this CD&A discusses the Fiscal 2017 executive compensation program of CSC, focusing on the compensation of the following individuals who were executive officers of CSC on the last day of Fiscal 2017, prior to the Merger. These individuals are referred to as our “named executive officers” (“NEOs”).

CSC’s compensation committee (the “CSC Committee”) and the CSC board of directors (the “CSC Board”) were responsible for CSC’s Fiscal 2017 executive compensation program, including the Fiscal 2017 compensation decisions and the factors considered in making those decisions as described in this CD&A.

Following the Merger, we formed our Compensation Committee which is responsible, along with our Board, for our executive compensation program. We expect to maintain the same general framework of CSC’s executive compensation program for our fiscal year ending March 31, 2018 (“Fiscal 2018”). Our Compensation Committee and Board have approved the following target compensation levels for our Chief Executive Officer, Chief Financial Officer, and three other executive officers who are expected to be our most highly compensated executive officers for Fiscal 2018 based on target compensation opportunities, including increases over Fiscal 2017 target compensation levels for certain officers corresponding to the greater scope and responsibility of their roles with the new combined entity:

Our Fiscal 2018 executive compensation program will be discussed in greater detail in the proxy statement we file for our 2018 annual meeting of stockholders.

EXECUTIVE SUMMARY

CSC’s executive compensation programs were designed to reflect its “pay for performance” philosophy and provide its executives with appropriate incentives to manage CSC in the stockholders’ interests. The CSC Committee reviewed CSC’s compensation policies and practices each year to ensure that the programs provided its executives with an appropriate mix of market-competitive compensation opportunities.

As explained in more detail below, the CSC Committee considered a number of factors in setting Fiscal 2017 compensation opportunities for the NEOs, with an emphasis on continuation of the transformation that was begun by Mr. Lawrie and his senior management team in CSC’s 2013 fiscal year. Consistent with that strategy, the CSC Committee generally maintained the focus on increasing profitability and stockholder value and retained the same basic structure of the executive compensation program as it used in CSC’s fiscal year ended April 1, 2016 (“Fiscal 2016”).

Approval of CSC’s Fiscal 2016 Executive Compensation on an Advisory Basis

At CSC’s most recent annual meeting of stockholders, held on August 10, 2016, approximately 80.7% of the votes cast (excluding abstentions and broker non-votes) voted on an advisory basis to approve CSC’s executive compensation program for Fiscal 2016. The CSC Committee considered the results of this advisory vote in maintaining the same overall design of the Fiscal 2017 executive compensation program described below.

Double-Trigger Vesting of Long Term Incentive Awards

To better reflect evolving corporate governance best practices and stockholder preferences, the Fiscal 2017 long-term incentive awards that CSC granted to the NEOs in May 2016 were designed to provide for partial double-trigger vesting upon a change in control, meaning only a portion of the awards would automatically vest upon a change in control following the grant date, and the remaining portion would vest only if the award recipient experienced a qualifying termination of employment on or following the change in control. The Merger was a change in control for purposes of outstanding CSC long-term incentive awards, including the Fiscal 2017 awards, and the impact of the Merger on the awards is described below under “Effect of Merger on Outstanding CSC Equity Awards.”

The Fiscal 2018 long-term incentive awards that we granted to our executive officers in May 2017 provide only for double-trigger vesting upon a change in control, meaning no portion of the awards will vest upon a change in control following the grant date unless the award recipient experiences a qualifying termination of employment on or following the change in control.

Merger-Related Compensation Actions

Prior to the Spin-Off on March 31, 2017 and Merger on April 1, 2017, Everett was a wholly owned subsidiary of HPE. Prior to the Spin-Off and Merger, Everett and HPE adopted and approved new employee and equity incentive plans that will allow us to continue to grant equity and cash-based incentive awards to our eligible employees and directors, to better align their interests with those of our stockholders. These plans have terms that are substantially similar to the terms of the CSC equity incentive plans in effect prior to the Merger. We are asking our stockholders to approve the material terms of the performance goals under our employee equity incentive plan at the 2017 Annual Meeting, in order to allow future awards under the plan to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, as discussed in Proposal 5 above.

In anticipation of the Merger, in August 2016, the CSC Committee adopted a new compensation peer group for use in assessing the competitiveness of future compensation levels of our executive officers following the Merger. Our Compensation Committee also reviewed and approved the new peer group following the Merger. The new peer group is discussed below under “Review of Market Compensation Data.”

Prior to the Merger, CSC and Mr. Lawrie agreed to extend the term of Mr. Lawrie’s employment agreement and, following the Merger, we agreed with Mr. Lawrie to make certain other changes to his employment agreement and his incentive compensation opportunities thereunder, as described below under “Mr. Lawrie’s Employment Agreement.”

In connection with the Merger, we also adopted our own severance plan and policy, our own nonqualified deferred compensation plan, and our own equity grant policy, securities transaction policy, executive stock ownership policy and compensation clawback policy, that in each case are modeled upon and substantially similar to the corresponding plans and policies maintained by CSC prior to the Merger. Like CSC, we do not provide for any 280G excise tax gross-up for any compensation or benefits payable to any executive officer upon a change in control. These plans and policies are described below, under “Other Executive Compensation,” “Additional Compensation Policies” and elsewhere throughout the CD&A.

2017 Annual Incentive Awards

None of our NEOs received an annual incentive payout under the legacy CSC Employee Incentive Compensation Plan (“EICP”) for Fiscal 2017 due to CSC’s failure to achieve 80% of its Operating Income target for Fiscal 2017.

Fiscal 2017 Transaction Success Bonus

In order to recognize and reward their efforts and leadership in executing the Merger, our compensation committee approved discretionary transaction success bonuses to certain key executives following the Merger, including Messrs. Lawrie, Saleh and Deckelman. See “Fiscal 2017 Transaction Success Bonus,” below.

FISCAL 2017 DIRECT COMPENSATION

Total Direct Compensation

The following chart summarizes the characteristics and primary purpose of each element of CSC’s Fiscal 2017 executive compensation program. We expect our executive compensation program to have the same characteristics and purposes going forward. The first three of these elements comprise “Total Direct Compensation.”

The CSC Committee made decisions regarding each element of Total Direct Compensation for Fiscal 2017, and our Compensation Committee will make these decisions under our executive compensation program going forward. Because CSC’s focus was on performance, the CSC Committee did not consider aggregate amounts earned or benefits accumulated by an executive from prior service with CSC as a significant factor in making compensation decisions, nor do we expect our Compensation Committee to consider such amounts or benefits going forward. To assess the competitiveness of the Total Direct Compensation opportunity and each of its components (base salary, annual cash incentives, and long-term incentives) for the CEO and other NEOs, these components were compared to the market median for similarly situated executives in companies against which CSC competed for executive talent. Please see “Compensation Framework — Review of Market Compensation Data” below for a discussion of CSC’s peer group and other data used to assess the competitive market for Fiscal 2017, as well as our new peer group that will be used for similar comparisons going forward.

The market competitiveness of CSC’s pay opportunities was just one factor that the CSC Committee reviewed in evaluating CSC’s executive compensation programs. Additional factors could include CSC’s performance (including its transformation strategy and management performance in executing that strategy) and individual factors such as an employee’s level of responsibility, experience, succession prospects and individual performance. We expect our Compensation Committee to review similar factors in evaluating our own executive compensation program going forward.

Mr. Lawrie’s Employment Agreement. Mr. Lawrie joined CSC in March 2012, and his annual compensation opportunity was governed by his employment agreement. Pursuant to the employment agreement, CSC agreed to employ Mr. Lawrie as its President and Chief Executive Officer through March 31, 2017 at a minimum annual base salary of $1,250,000 and an annual bonus with a target opportunity of 150% of base salary and a maximum amount of 300% of base salary. In respect of each fiscal year which commenced during the term of his employment agreement, Mr. Lawrie also would receive time-vesting stock options with an aggregate value equal to 280% of base salary and performance share units with an aggregate value of 420% of base salary, in each case on terms and conditions that were generally consistent with those applicable to awards granted to other senior executive officers of CSC. The employment agreement also provided for severance benefits described below. Finally, Mr. Lawrie generally was eligible to participate in CSC’s employee benefits plans on the same basis as all other executives. Mr. Lawrie reported directly to the CSC Board, and his salary and target incentive were subject to annual review and increase by the CSC Board.

In August 2016, the CSC Board extended Mr. Lawrie’s employment term for an additional 12 months, until March 31, 2018. In March 2017, prior to the Merger, the CSC Board again extended Mr. Lawrie’s employment term for an additional 12 months, until March 31, 2019.

In connection with the Merger and Mr. Lawrie becoming our President and Chief Executive Officer, we assumed Mr. Lawrie’s employment agreement from CSC. In order to reflect the greater scope and responsibility of his role with the new combined entity, we amended the employment agreement to increase Mr. Lawrie’s target annual bonus opportunity from 150% to 200% of base salary and his maximum annual bonus opportunity from 300% to 400% of base salary. We also amended the employment agreement to increase the combined aggregate value of his long-term incentive awards from 700% to 850% of base salary and gave our Compensation Committee the ability to determine the mix of awards (options, PSUs or time-vested restricted stock units). These changes to Mr. Lawrie’s employment agreement go into effect starting with Fiscal 2018.

Base Salary

General. Under the CSC executive compensation program, base salary was the only fixed component of each NEO’s compensation and constituted a small percentage of Total Direct Compensation, and is expected to play the same role in our executive compensation program going forward. Base salary was determined by the level of responsibility assumed by an executive, experience, performance and competitive pay practices. Base salary adjustment decisions also considered promotions, changes in responsibilities, performance, succession prospects, CSC merit pay budgets and market trends. At the beginning of each fiscal year, the CSC Committee reviewed the base salary for each NEO and determined base salary adjustments, if any. The CSC Committee considered how base salary adjustments affected annual cash incentive opportunities and long-term incentive grant values, as both were defined as a percentage of base salary. We expect our Compensation Committee to consider similar factors and follow a similar process to determine NEO base salaries going forward.

Fiscal 2017 Base Salaries. For Fiscal 2017, the CSC Committee maintained the same base salaries as in effect during Fiscal 2016 for each of the NEOs. The following table presents the Fiscal 2017 annualized and actual base salaries for each of the NEOs and the percentage the actual base salary represents in Target Total Direct Compensation.

Annual Incentive Compensation

CSC provided short-term incentive compensation under the Employee Incentive Compensation Plan (“EICP”), an annual cash bonus plan designed to take into account a variety of factors, including CSC financial performance, the achievement of CSC’s strategic objectives, client satisfaction and the NEO’s individual performance. Awards under the EICP therefore were directly linked to CSC and individual performance. The CSC Committee established the performance goals, target awards and other terms of the EICP for Fiscal 2017 prior to the Merger, and our Compensation Committee was responsible for certifying the results and approving any payouts for the Fiscal 2017 awards after the Merger. We expect to maintain a similar overall design for the EICP going forward, with a continuing emphasis for our NEOs on increasing profitability, revenue and customer satisfaction and achieving individual performance goals.

Target EICP Awards. The CSC Committee established a target award percentage for each NEO, representing a percentage of base salary, and an associated target award value. Each NEO’s target award value was established in consideration of market practices, individual scope of responsibility and expected contribution. The table below reflects the Fiscal 2017 target award percentage, the corresponding target award value, and the target award value as a percentage of target Total Direct Compensation for each NEO. For Fiscal 2017, the CSC Committee maintained the same target award opportunities (as a percentage of base salary) as in Fiscal 2016 for each of the NEOs.

How the CSC EICP Worked. EICP awards were earned based on performance relative to targeted financial (Operating Income and Revenue) goals, weighted 60%; strategic objectives, weighted 20%; and customer satisfaction objectives, weighted 20%, and were subject to further discretionary modification for individual performance. The CSC Committee gave prominent weight to client satisfaction as a performance measure to help foster a client-focused, metric-driven culture within CSC. For Fiscal 2017, the CSC Committee eliminated free cash flow as a financial goal for the EICP and instead added it to the Fiscal 2017 PSU grants as described below.

In order to emphasize profitability, CSC was required to achieve at least 80% of its consolidated segment operating income (“Operating Income”) goal before any EICP payments were made. In addition, assuming this threshold level was achieved, the percentage achievement of the Operating Income goal also served as a multiplier or “funding factor” which was applied to the percentage achievement of the EICP financial metrics as a whole to determine the overall score for the financial metrics portion of the EICP, up to a maximum of 200%.

Weighted financial metric performance (as adjusted by the Operating Income funding factor), plus weighted strategic metric performance, plus weighted customer satisfaction metric performance determined the initial payout score, which was then adjusted for individual performance and multiplied by an NEO’s target award to reach the final EICP payout amount.

Special rules applied for executives who were subject to Section 162(m) of the Internal Revenue Code (“Section 162(m)”). If CSC achieved 80% of its Operating Income goal for the year, each executive subject to Section 162(m) became eligible to receive the maximum possible EICP payout. However, to ensure the EICP operated the same way for all executives, the CSC Committee could then exercise “negative discretion” to reduce the executive’s EICP payment based on actual performance with respect to the financial and other metrics described in this section.

Fiscal 2017 Financial Metrics. All NEOs were measured against CSC financial performance. CSC management recommended specific targets for financial measures, which were reviewed and approved by the CSC Committee and the CSC Board. The table below describes the CSC financial measures, weightings and goals used in determining the Fiscal 2017 EICP awards for the NEOs.

* Operating Income must be at least 80% of target for any NEO to receive any EICP payment.

Financial Metric Performance Scale. For Fiscal 2017, the CSC Committee established the following scales of “payout percentages” to assess performance against the financial goals described above, including for purposes of determining the Operating Income funding factor applicable to the financial metrics. In prior years, the same performance scale applied to all financial measures equally. For Fiscal 2017, the CSC Committee developed separate performance scales for the Operating Income and revenue goals, respectively, with a steeper curve for the revenue performance scale starting at 90% achievement in order to drive sales.

Fiscal 2017 Strategic and Customer Satisfaction Metrics. CSC management also recommended a set of strategic objectives for review and approval by the CSC Committee and the CSC Board. These objectives were intended to emphasize critical components of CSC’s transformation strategy, including a cost takeout program, rationalizing the business around certain core segments, improving operating margins, improving cash flow, improving profitability, advancing CSC’s strategy to provide “next gen” services through leveraging CSC’s capabilities with strategic partners, completing strategic acquisitions, enhancing the skill sets of employees through new leadership and training, returning cash to stockholders and improving client satisfaction.

For the customer satisfaction metric, the CSC Committee generally established the customer responses to its prior year survey as a baseline, and set improvement goals over that baseline for CSC as a whole and for specific business units and regions. CSC used the Net Promoter Score (“NetPS”) system to evaluate customer satisfaction. No payouts of the customer satisfaction component were made unless at least 50% of CSC’s solicited customers responded to the survey.

Annual Incentive Compensation: Fiscal 2017 Results

At the end of Fiscal 2017, our Compensation Committee reviewed CSC’s financial performance against the applicable performance measures and determined that CSC failed to achieve at least 80% of the Fiscal 2017 Operating Income target. As a result, none of the NEOs were entitled to receive an EICP payment for Fiscal 2017.

Fiscal 2017 Transaction Success Bonus

Our Compensation Committee, in recognition of the efforts and leadership demonstrated by our executive team during Fiscal 2017 toward the successful completion of the Merger, awarded discretionary transaction success bonuses to certain key executives who contributed directly to the success of the Merger as follows: to Mr. Lawrie, $3,750,000 (200% of Mr. Lawrie’s target EICP award for Fiscal 2017); to Mr. Saleh, $1,400,000 (200% of Mr. Saleh’s target EICP award for Fiscal 2017); and to Mr. Deckelman, $539,700 (100% of Mr. Deckelman’s target EICP award for Fiscal 2017).

The Compensation Committee took into consideration the following factors in determining the transaction success bonuses described above:

Long-Term Incentive Compensation

General. Under the CSC executive compensation program, long-term incentive (“LTI”) compensation was the largest component of executive compensation for the NEOs, and is expected to be the largest component of our executive compensation program going forward. For Fiscal 2017, CSC’s regular cycle LTI awards consisted of grants of service-vested stock options (“Stock Options”), weighted 40%, and PSUs with a three-year performance cycle, weighted 60%. At the beginning of each fiscal year, the CSC Committee established a target LTI grant value for each NEO, expressed as a percentage of base salary, and the relative mix of award types. Individual target LTI grant values were determined in light of market practices, and actual award levels reflected individual performance and succession considerations. We expect our Compensation Committee to follow a similar process going forward, but with a mix of award types for our NEOs that favors time-based restricted stock units over stock options for future grants.

Fiscal 2017 LTI Target Percentage. The following table presents the Fiscal 2017 target LTI grant values for CSC’s regular-cycle LTI awards, the target LTI percentage and long-term incentives as a percentage of target total direct compensation for each NEO. The LTI target opportunities for each NEO were the same in Fiscal 2017 as in Fiscal 2016.

Stock Options. Under the CSC executive compensation program, Stock Options (comprising 40% of each NEO’s target LTI award) were designed to provide value to CSC’s executives only if the market value of CSC’s common stock appreciated over time. The exercise price for each Stock Option was the closing price of CSC’s common stock on the grant date. One-third of the Stock Options were originally scheduled to vest and become exercisable on each of the first three anniversaries of the grant date. In connection with the Merger, outstanding Stock Options vested in whole or in part and were converted into new awards with respect to our common stock as described in “Effect of Merger on Outstanding CSC Equity Awards,” below. In light of evolving corporate governance best practices and stockholder preferences, we expect to replace options with time-vested restricted stock units for our NEOs going forward.

Performance Share Units. Under the CSC executive compensation program, PSUs (comprising 60% of each NEO’s target LTI award) were designed to provide an opportunity for CSC’s executives to earn CSC common stock if targeted performance goals were met over a three-year performance period. Performance was designed to be measured based on CSC’s EPS (75% weighting) and free cash flow (FCF, 25% weighting). The CSC Committee believed that EPS, aside from being a key measure of stockholder value, served as the best measure of performance and profitability in light of CSC’s multi-year transformation strategy. The CSC Committee added FCF as a performance measure for the Fiscal 2017 PSU awards in order to promote cash flow generation, improvements in working capital and reduction in capital intensity. The EPS and FCF metrics were designed to be measured and paid out independent of each other, i.e., payout may result for one metric but not the other. The awards were also designed to provide for partial (up to 25% per year) early vesting in years 1 and 2 of the three-year performance cycle based on early achievement of EPS and FCF performance goals in those years, although final vesting and settlement remained subject to the NEO’s continued employment through the end of the three-year performance period. In connection with the Merger, outstanding PSU awards, including Fiscal 2017 PSUs, vested in whole or in part and were converted into new awards with respect to our common stock as described in “Effect of Merger on Outstanding CSC Equity Awards,” below. We expect to maintain a similar design, including the EPS and FCF performance metrics and relative weightings, for the PSUs going forward.

Fiscal 2017 Long-Term Incentive Awards. The Fiscal 2017 target award value and the number of shares granted for each element of CSC’s regular-cycle LTI compensation for each NEO is set forth in the table below.

Fiscal 2017 Regular-Cycle Long-Term Incentive Awards

In accordance with CSC’s Equity Grant Policy, the target award values listed in the table above generally differ from the award values listed in the Summary Compensation Table. In order to determine the number of stock options to award, the target grant value for options was divided by the fair market value of an option determined by using the average closing price of CSC stock for the three-month period ending on the grant date and the Black Scholes option pricing model. The number of shares underlying the PSUs was also calculated by dividing the target grant value by the average closing price of CSC stock for the three-month period ending on the grant date. This method was employed to reduce the impact of stock price spikes, either positive or negative, when determining the number of shares underlying these awards. In contrast, the grant values in the Summary Compensation Table are determined using the grant date closing

price, and the grant values for the PSUs in the Summary Compensation Table are based on the probable achievement of the performance goals at the time of grant.

Fiscal 2017 Target Total Direct Compensation

The chart below displays the value of each element of Fiscal 2017 target Total Direct Compensation described above for the NEOs.

Fiscal 2017 Retention Award

In May 2016, the CSC Committee approved retention awards to certain key employees whom it viewed as crucial to the future success of CSC, including an award for Mr. Smith in the amount of $200,000. The CSC Committee also considered the fact that Mr. Smith did not receive an EICP payment for Fiscal 2016 in deciding to grant him an award and in determining the size of his award. Half of Mr. Smith’s retention award was paid in cash, subject to a clawback if Mr. Smith resigned or was terminated for cause within one year after the grant date, and the remaining half was paid in the form of RSUs vesting on the first anniversary of the grant date.

In addition, Mr. Hilton was entitled to receive a guaranteed bonus for Fiscal 2016 pursuant to the terms of his offer letter from CSC in the amount of $325,000, half of which was paid in cash and the other half in the form of service-based RSUs scheduled to vest on the first anniversary of the grant date, to align with the terms of the Fiscal 2017 retention awards granted to Mr. Smith and certain other executives. The RSU portion of Mr. Hilton’s guaranteed bonus was granted during Fiscal 2017 and is reported accordingly in the Summary Compensation Table and Grants of Plan-Based Awards Table below.

Effect of Merger on Outstanding CSC Equity Awards

Because the Merger constituted a change in control for purposes of outstanding CSC equity awards, the awards (including awards held by the NEOs) received accelerated vesting upon the Merger in whole or in part and were adjusted in accordance with their terms as described below.

Adjustment of Options: All stock options granted by CSC before Fiscal 2017 and 33% of the Fiscal 2017 stock options granted by CSC in May 2016 vested upon the Merger and were converted into the same number of stock options with respect to shares of our common stock, with the same exercise price and other terms and conditions as before the Merger. The remaining 67% of the stock options granted by CSC in May 2016 were converted upon the Merger into a number of time-based restricted stock units (“RSUs”) with respect to our common stock with a value equal to the accounting value of the options at the time of the Merger and which continue to vest in substantially equal parts in May 2018 and May 2019, subject to continued employment. The remaining RSUs receive accelerated vesting in the event of a qualifying termination of employment after the Merger.

Adjustment of Time-Based RSUs: All time-based RSUs (including Career Shares) granted by CSC before Fiscal 2017 and 50% of Fiscal 2017 time-based RSUs (including Career Shares) granted by CSC in May 2016 vested upon the Merger. The remaining 50% of the time-based RSUs granted by CSC in May 2016 were converted upon the Merger into the same number of time-based RSUs with respect to our common stock and continue to vest in accordance with their original vesting schedules, subject to continued employment. The remaining RSUs receive accelerated vesting in the event of a qualifying termination of employment after the Merger.

Adjustment of PSUs: The regular-cycle target PSUs granted by CSC before Fiscal 2017, the organizational health component of Mr. Lawrie’s December 2015 retention PSU award and 50% of the target PSUs granted by CSC in May 2016 vested upon the Merger. The remaining 50% of the Fiscal 2017 target PSUs granted by CSC in May 2016 were converted upon the Merger into the same number of time-based RSUs with respect to our common stock and continue to vest in substantially equal parts in May 2018 and May 2019, subject to continued employment. The financial component of Mr. Lawrie’s December 2015 retention PSU award and the December 2015 retention PSUs awarded to the other NEOs provided for continued vesting following the Merger based on CSC’s predicted EPS for Fiscal 2018 (if the EPS trend as of the Merger were to continue through the end of Fiscal 2018). Following the Merger, our Compensation Committee determined that, had CSC’s EPS trend as of the Merger continued through the end of Fiscal 2018, CSC’s EPS would have equaled or exceeded the performance goal for 100% vesting of the December 2015 retention PSUs, which was set at $3.03 per share.

As a result, 100% of the financial component of Mr. Lawrie’s December 2015 retention PSU award and the December 2015 retention PSUs awarded to the other NEOs were converted into the same number of time-based RSUs with respect to our common stock and will continue to vest through December 2018 in accordance with their original vesting schedules, subject to continued employment. The remaining RSUs receive accelerated vesting in the event of a qualifying termination of employment after the Merger.

Compensation Decisions After the End of Fiscal 2017

Because the awards described below were granted in Fiscal 2018, they are not presented in the Summary Compensation Table or the tables that follow; however, they will be presented in these tables in next year’s proxy statement if each executive remains an NEO.

Fiscal 2018 Officer Retention Grants. While the multi-year transformation strategy has transformed the Company and created tremendous value for stockholders, it also results in uncertainty for our employees as the Company combines with another large organization. Accordingly, following the Merger, our Compensation Committee determined it was appropriate to grant retention awards to certain officers who are critical to the future success of the Company, including Messrs. Saleh, Deckelman and Hilton. The retention awards were granted in the form of time-vesting RSUs in the following values: for Mr. Saleh, $1,440,000; for Mr. Deckelman, $1,200,000; and for Mr. Hilton, $1,400,000. The RSUs vest in equal thirds on the first three anniversaries of the grant date, subject to the executive’s continued employment.

CEO Supplemental Equity Award. In recognition of the criticality of retaining and appropriately motivating our CEO, who is the architect of the Company’s transformation strategy, in May 2017, after the end of Fiscal 2017, our Compensation Committee approved a supplemental equity award for Mr. Lawrie with a value of $15,000,000. The value of the award was determined by the Compensation Committee after taking into consideration market data provided by the Committee’s independent compensation consultant. The award is intended to further align Mr. Lawrie’s interests with realizing multi-year financial commitments made to our stockholders in connection with the formation of the Company. The supplemental equity award was granted in the form of performance-vesting restricted stock units (“PSUs”) that vest contingent on the attainment of challenging, three-year (fiscal year 2020) EPS growth objectives as follows: