Science Applications International Corp 8-K

What Happened

• Science Applications International Corporation (SAIC) filed an 8-K reporting the results of its virtual Annual Meeting of Stockholders held June 3, 2026. Holders of 36,007,862 shares (about 83.5% of outstanding shares entitled to vote) were represented. All director nominees were elected for one‑year terms. Shareholders approved the advisory say‑on‑pay, the frequency of future say‑on‑pay votes, an increase to the Company’s 2023 Equity Incentive Plan authorization, and ratified Ernst & Young LLP as the independent auditor for the fiscal year ending January 29, 2027.

Key Details

• Meeting attendance: 36,007,862 shares represented (~83.5% of outstanding).
• Directors re‑elected (selected vote totals): Paul Eremenko (32,044,017 for), James C. Reagan (32,027,997 for), Adm. Michael S. Rogers (32,057,329 for). Some directors drew larger opposition, e.g., Katharina G. McFarland — 29,330,892 for, 2,901,477 against.
• Advisory say‑on‑pay: Approved — 30,733,789 for, 1,292,248 against, 306,752 abstentions.
• Say‑on‑pay frequency: Majority voted for annual votes — 30,699,040 for every year.
• 2023 Equity Incentive Plan increase: Approved — 21,668,812 for, 10,528,961 against, 135,016 abstain. (The 8‑K does not disclose the exact number of additional shares authorized.)
• Auditor ratification: Ernst & Young LLP ratified — 35,670,199 for, 306,713 against, 30,950 abstain.

Why It Matters

• These results confirm the board’s composition and give the company shareholder approval on executive compensation practices (advisory) and the cadence of future votes, which affect governance oversight.
• Approval of the equity incentive plan increase authorizes the company to grant more equity awards under the 2023 plan (potential dilution risk); the 8‑K does not specify the exact share increase.
• Ratification of Ernst & Young LLP ensures continuity of the company’s independent audit for the coming fiscal year — a routine but important governance vote for financial oversight.