DXC Technology (NYSE:DXC) held its 2026 annual meeting of stockholders, with Chairman David Herzog acknowledging dissatisfaction with the company’s stock performance in fiscal 2026 while pointing to artificial intelligence initiatives and recently outlined financial goals as key elements of the company’s turnaround strategy.
Speaking on behalf of the board, Herzog said directors are “unsatisfied with our stock price performance during fiscal 2026” and are committed to long-term shareholder value appreciation. He said the board is working with senior leadership to chart a path toward “sustainable, profitable growth.”
CEO Points to Investor Day Framework and Anthropic Partnership
Raul Fernandez, DXC’s president and chief executive officer, said the company used its investor day in New York last month to present “a clear and compelling picture of who DXC is becoming.”
Fernandez said DXC outlined a disciplined financial framework through fiscal 2029, including a return to organic growth, expansion in non-GAAP EBIT margin and continued strong free cash flow generation. He said the company was transparent that the current fiscal year represents a transition.
Fernandez also said DXC demonstrated AI strategy, scale and products it is currently delivering to customers. He pointed to a recently announced global partnership with Anthropic, which he described as a “landmark” agreement intended to advance DXC’s AI capabilities in the mission-critical systems it operates globally.
“The early response from our customers and our partners has been very strong, reinforcing our confidence that DXC is extremely well-positioned for long-term growth and AI value creation,” Fernandez said.
Stockholders Elect Directors, Ratify Auditor
DXC reported that 135,086,527 shares of common stock, or about 83.35% of shares entitled to vote, were represented by proxy or online, establishing a quorum for the meeting.
Stockholders elected all nine director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. The elected directors are David Barnes, Raul Fernandez, Anthony Gonzalez, David Herzog, Pinkie Mayfield, Dawn Rogers, Carrie Teffner, Kiko Washington and Bob Woods.
Herzog also thanked Karl Racine, who had served as a director since January 2023 and was not standing for re-election.
Stockholders ratified Deloitte & Touche LLP as DXC’s independent auditor for fiscal 2027. Herzog said the company will report first-quarter fiscal 2027 earnings after the market close on July 30 and would not discuss company performance beyond fiscal 2026 during the annual meeting.
Compensation Vote Passes, Omnibus Equity Plan Fails
DXC said stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. However, an amendment to the company’s 2017 Omnibus Incentive Plan did not receive the required affirmative votes and was not approved.
The rejected proposal would have increased the number of shares available for issuance under the omnibus plan by 20 million, from 51.2 million to 71.2 million, and extended the plan term to March 30, 2037.
Stockholders did approve an amendment to the company’s 2017 Non-Employee Director Incentive Plan. That amendment increases the number of shares available under the plan by 1 million, from 1.245 million to 2.245 million, and extends the term to March 30, 2037.
DXC said it will report final vote results in a Form 8-K filing within four business days.
Board Addresses Pay and Shareholder Alignment
During the question-and-answer portion, DXC responded to a stockholder question about executive and board compensation in light of the company’s stock performance and its plan to improve results.
Herzog said the increase in reported CEO pay was driven by a multi-year, front-loaded equity award covering an extended period. He said the award was designed to support retention and align incentives with stockholders during a critical period in DXC’s transformation.
According to Herzog, the awards are tied to growth in revenue, growth in free cash flow and relative shareholder return targets. “If these targets are not met, the awards do not pay out at target,” he said.
Herzog said director compensation is benchmarked to peer companies and reviewed periodically to ensure the company can attract and retain directors with the skills required for the transformation. He also said management compensation is tied directly to the commitments outlined at the company’s investor day.
Before adjourning the meeting, Herzog said the board would continue dialogue with investors and review compensation programs to align with shareholder interests. He also said the board was disappointed that the omnibus equity plan proposal did not pass, calling equity compensation a critical and market-standard tool to attract and retain senior talent and align incentives with long-term shareholder value creation.
About DXC Technology (NYSE:DXC)
DXC Technology, headquartered in Tysons Corner, Virginia, is a global leader in IT services and solutions. The company was formed in 2017 through the merger of Computer Sciences Corporation (CSC) and the Enterprise Services business of Hewlett Packard Enterprise, combining decades of experience in consulting, systems integration and managed services. Since its inception, DXC has focused on helping clients modernize IT environments and drive digital transformation across their organizations.
DXC Technology’s core service offerings encompass cloud and platform services, applications and analytics, security, and workplace and mobility solutions.
