saic-20260603
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 3, 2026
_________________________________________________________
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 3, 2026 (the “Annual Meeting”). The holders of 36,007,862 shares of common stock of the Company, or approximately 83.5% 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 | ||||||||||||||||||||||
| Paul Eremenko | 32,044,017 | 186,307 | 102,465 | 3,675,073 | ||||||||||||||||||||||
| Carolyn B. Handlon | 31,747,754 | 476,086 | 108,949 | 3,675,073 | ||||||||||||||||||||||
| Katharina G. McFarland | 29,330,892 | 2,901,477 | 100,420 | 3,675,073 | ||||||||||||||||||||||
| Milford W. McGuirt | 31,736,563 | 480,601 | 115,625 | 3,675,073 | ||||||||||||||||||||||
| Donna S. Morea | 30,409,337 | 1,837,586 | 85,866 | 3,675,073 | ||||||||||||||||||||||
| James C. Reagan | 32,027,997 | 224,777 | 80,015 | 3,675,073 | ||||||||||||||||||||||
| Adm. Michael S. Rogers (USN Ret.) | 32,057,329 | 183,919 | 91,541 | 3,675,073 | ||||||||||||||||||||||
| Steven R. Shane | 31,425,669 | 799,870 | 107,250 | 3,675,073 | ||||||||||||||||||||||
| John K. Tien, Jr. | 31,767,567 | 454,600 | 110,622 | 3,675,073 | ||||||||||||||||||||||
| David J. Urban | 31,976,461 | 255,517 | 100,811 | 3,675,073 | ||||||||||||||||||||||
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 22, 2026 (or a say-on-pay vote) was approved based upon the following votes:
| Number of Votes | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 30,733,789 | 1,292,248 | 306,752 | 3,675,073 | |||||||||||||||||
3. The proposal to approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes was approved based upon the following votes:
| Number of Votes | ||||||||||||||||||||||||||
| For Every Year | For Every Two Years | For Every Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 30,699,040 | 96,853 | 1,452,140 | 84,756 | 3,675,073 | ||||||||||||||||||||||
4. The proposal to the Company's 2023 Equity Incentive Plan to increase the total number of authorized shares was approved based upon the following votes:
| Number of Votes | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 21,668,812 | 10,528,961 | 135,016 | 3,675,073 | |||||||||||||||||
5. 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 29, 2027 was approved based upon the following votes:
| Number of Votes | ||||||||||||||
| For | Against | Abstain | ||||||||||||
| 35,670,199 | 306,713 | 30,950 | ||||||||||||
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 8, 2026
Science Applications International Corporation
| By: | /s/ Hilary L. Hageman | |||||||
| Hilary L. Hageman | ||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||