Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon the recommendation of the Compensation Committee, on
• Increase the annual non-employee director equity awards by$25,000 and change the awards granted to 40% stock options and 60% restricted stock units from 50% stock options and 50% restricted stock units.
A complete copy of the Plan is attached as Exhibit 10.410 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of CSC was held on
(b) All nominees for directors were elected, and each nominee received more "for" votes than "against" votes cast for his election. The proposals for ratification of the selection ofDeloitte & Touche LLP as CSC's independent auditors, the advisory vote on named executive officer compensation, and the Plan were approved. The proposal to amend CSC's Fourth Restated Bylaws to adopt a proxy access bylaw for director nominations by stockholders required the affirmative vote of 80% of total outstanding shares of CSC's common stock and was not approved. The stockholder proposal requesting annual disclosure of EEO-1 data was not approved. The stockholder proposal requesting disclosure of lobbying policy, procedures and oversight; lobbying expenditures; and participation in organizations engaged in lobbying was not approved. The final voting results were as follows: For Against Abstain Broker Non-Vote 1 Election of Directors (a) William S. Haraf 1,119,109,643 8,102,446 1,103,246 32,878,346 (b) Frank C. Herringer 996,867,132 130,449,025 999,666 32,877,858 (c) Roger O. Walther 1,033,582,399 93,783,908 949,028 32,878,346 Ratification of the 2 selection of Deloitte & 1,096,472,871 64,004,707 715,615 488Touche LLP as independent auditors Advisory vote to approve 3 named executive officer 1,054,477,932 71,837,867 1,999,536 32,878,346 compensation Approve the 2013 Stock 4 Incentive Plan as Amended 1,094,163,729 32,836,650 1,315,444 32,877,858 and Restated Approve the Amended and Restated Bylaws to adopt a 5 proxy access bylaw for 956,347,007 170,797,428 1,170,900 32,878,346 director nominations by stockholders Stockholder Proposal 6 requesting annual disclosure 475,848,080 641,159,628 11,307,627 32,878,346 of EEO-1 data Stockholder Proposal requesting disclosure of lobbying policy, procedures 7 and oversight; lobbying 390,236,520 733,920,507 4,158,308 32,878,346 expenditures; and participation in organizations engaged in lobbying
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.410 2013 Stock Incentive Plan, as amended and restated. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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