Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 27 2017 - 4:07PM
Edgar (US Regulatory)
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): March 27, 2017
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COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
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Nevada
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1-4850
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95-2043126
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1775 Tysons Boulevard
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Tysons, Virginia
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22102
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (703) 245-9675
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 (
see
General Instruction A.2. below):
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The special meeting of the shareholders of Computer Sciences Corporation (“CSC”) was held on March 27, 2017. CSC previously
filed with the Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the meeting, which describe in detail each of the three proposals submitted to shareholders at the meeting. The certified results of
the matters voted upon at the special meeting, which are more fully described in the definitive proxy statement, are as follows:
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1.
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Proposal to Approve the Plan of Merger Contemplated by the Merger Agreement:
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FOR
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AGAINST
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ABSTAIN
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119,933,361
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954,727
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641,595
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The proposal was approved, having received “FOR” votes from a majority of the shares of CSC common
stock entitled to vote on the proposal.
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2.
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Proposal to Approve, on an Advisory Basis, Certain Merger-Related Compensation of CSC’s Named Executive Officers:
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FOR
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AGAINST
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ABSTAIN
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101,240,444
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19,365,987
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923,252
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The proposal was approved, having received “FOR” votes from a majority of the shares of CSC common
stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.
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3.
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Proposal to Adjourn or Postpone the Special Meeting, if Necessary or Appropriate, to Solicit Additional Proxies if There are Not Sufficient Votes at the Time of the Special Meeting to Approve Proposal 1:
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FOR
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AGAINST
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ABSTAIN
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112,497,181
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8,147,433
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885,069
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The proposal was approved, having received “FOR” votes from a majority of the shares of CSC common
stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.
Item 8.01 Other Events.
On March 27, 2017, CSC issued a press release announcing the results of the voting at the special meeting, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith.
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Exhibit No.
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Description
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99.1
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Press Release dated March 27, 2017
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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 thereto duly authorized.
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COMPUTER SCIENCES CORPORATION
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Dated: March 27, 2017
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By: /s/ Paul N. Saleh
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Paul N. Saleh
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Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated March 27, 2017
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