Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

Form 8-K

_________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2024

_________________________________________________________

Science Applications International Corporation

(Exact name of registrant as specified in its charter)

_________________________________________________________

Delaware

001-35832

46-1932921

(State or other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

12010 Sunset Hills Road, Reston, VA 20190

(Address of Principal Executive Offices) (Zip Code)

(703) 676-4300

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.0001 per share	SAIC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Science Applications International Corporation (the “Company”) held its virtual Annual Meeting of Stockholders on June 5, 2024 (the “Annual Meeting”). The holders of 43,124,122 shares of common stock of the Company, or approximately 84% of the outstanding shares entitled to vote as of the record date for the Annual Meeting, were represented at the Annual Meeting in person or by proxy. The final voting results on each of the matters presented to stockholders for a vote is set forth below.

1. The nominees to the Board of Directors of the Company were elected, each for a one-year term, based upon the following votes:


	Number of Votes
Director Nominee	For	Against	Abstain	Broker Non-Votes
Dana S. Deasy	39,387,504	123,049	78,168	3,535,401
Garth N. Graham	38,991,292	517,098	80,331	3,535,401
Carolyn B. Handlon	39,057,365	454,993	76,363	3,535,401
Yvette M. Kanouff	39,131,267	383,459	73,995	3,535,401
Timothy J. Mayopoulos	39,045,128	461,604	81,989	3,535,401
Katharina G. McFarland	38,849,672	661,551	77,498	3,535,401
Milford W. McGuirt	39,090,625	426,219	71,877	3,535,401
Donna S. Morea	38,836,020	676,923	75,778	3,535,401
James C. Reagan	39,064,805	444,201	79,715	3,535,401
Steven R. Shane	38,762,426	742,378	83,917	3,535,401
Toni Townes-Whitley	39,324,250	193,712	70,759	3,535,401

2. The proposal to approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2024 (or a say-on-pay vote) was approved based upon the following votes:


Number of Votes
For	Against	Abstain	Broker Non-Votes
38,332,255	1,050,087	206,379	3,535,401

3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025 was approved based upon the following votes:


Number of Votes
For	Against	Abstain
42,921,724	137,254	65,144

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number						Description of Exhibit

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 11, 2024

Science Applications International Corporation




By:						/s/ Hilary L. Hageman
						Hilary L. Hageman
						Executive Vice President, General Counsel and Corporate Secretary

Document and Entity Information Document	Jun. 05, 2024
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	Science Applications International Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35832
Entity Tax Identification Number	46-1932921
Entity Address, Address Description	12010 Sunset Hills Road
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	676-4300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.0001 per share
Trading Symbol	SAIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001571123
Amendment Flag	false