Additional Proxy Soliciting Materials (definitive) (defa14a)
June 24 2016 - 4:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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Filed by the Registrant
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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[ ]
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy
Statement
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[X]
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Definitive Additional
Materials
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[ ]
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Soliciting Material Pursuant to §240.14a-12
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COMPUTER SCIENCES CORPORATION
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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[
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of securities to
which transaction applies:
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3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[
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Fee paid previously
with preliminary materials.
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[
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or Registration
Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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*** Exercise Your
Right
to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Stockholder Meeting to Be Held on
August 10, 2016.
COMPUTER SCIENCES
CORPORATION
CSC INVESTOR RELATIONS
1775 TYSONS
BOULEVARD
TYSONS, VA 22102
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Meeting
Information
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Meeting Type:
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Annual Meeting
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For holders as
of:
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June 13, 2016
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Date:
August 10,
2016
Time:
10:30
a.m., Eastern Time
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Location:
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Meeting live via the Internet-please
visit
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www.virtualshareholdermeeting.com/CSC.
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The company will
be hosting the meeting live via the Internet this year. To attend the
meeting via the Internet please visit
www.virtualshareholdermeeting.com/CSC and be sure to have the information
that is printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page).
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You are receiving this communication
because you hold shares in the company named above.
This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at www.proxyvote.com or easily request a
paper copy
(see reverse side).
We encourage you to access and review
all of the important information contained in the proxy materials before
voting.
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See the reverse side of this notice to obtain proxy
materials and voting
instructions.
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— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW
or RECEIVE:
NOTICE AND PROXY
STATEMENT ANNUAL
REPORT
How to View
Online:
Have the information that is
printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) and visit:
www.proxyvote.com.
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How to Request and Receive a
PAPER or E-MAIL Copy:
If you want to
receive a paper or e-mail copy of these documents, you must request one.
There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
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1)
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BY
INTERNET
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www.proxyvote.com
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2)
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BY
TELEPHONE
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1-800-579-1639
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3)
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BY
E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box
marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) in the subject line.
Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before July 27, 2016
to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting
Methods
Vote By Internet:
Before The Meeting:
Go to
www.proxyvote.com
. Have
the information that is printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) available and follow the instructions.
During The
Meeting:
Go to
www.virtualshareholdermeeting.com/CSC
. Have the information that is
printed in the box marked by the arrow
➔
XXXX XXXX XXXX XXXX
(located on the
following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the
materials, which will include a proxy card.
The Board of Directors recommends a vote
"FOR" each of the nominees in Proposal 1, and "FOR" Proposal 2, Proposal 3,
Proposal 4 and Proposal 5
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1.
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To elect ten
nominees to the CSC Board of Directors
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Nominees:
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1a.
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Mukesh Aghi
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1b.
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Herman E. Bulls
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1c.
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Bruce B. Churchill
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1d.
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Mark Foster
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1e.
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Sachin Lawande
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1f.
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J. Michael Lawrie
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1g.
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Brian P. MacDonald
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1h.
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Peter Rutland
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1i.
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Robert F. Woods
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1j.
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Lizabeth H. Zlatkus
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2.
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Approval, by advisory vote, of
executive compensation
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3.
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Ratification of the appointment of
independent auditors for fiscal year 2017
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4.
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The approval of an amendment to the 2011 Omnibus Incentive Plan to
increase the number of shares authorized for issuance under the plan by an
additional 7,250,000 shares
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5.
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The approval of an amendment to the 2010 Non-Employee Director
Incentive Plan to increase the number of shares authorized for issuance
under the plan by an additional 500,000
shares
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COMPUTER SCIENCES
CORPORATION
Notice of 2016 Annual Meeting of
Stockholders
The 2016 Annual Meeting of Stockholders
will be held on Wednesday, August 10, 2016, at 10:30 a.m., Eastern Time, at
www.virtualshareholdermeeting.com/CSC
The purpose of the meeting is to
vote on:
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The election as
directors of the ten nominees named in CSC's Proxy
Statement;
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Approval, by advisory
vote, of executive compensation;
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Ratification of the
appointment of independent auditors for fiscal year
2017;
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The approval of an
amendment to the 2011 Omnibus Incentive Plan to increase the number of
shares authorized for issuance under the plan by an additional 7,250,000
shares;
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The approval of an amendment to
the 2010 Non-Employee Director Incentive Plan to increase the number of
shares authorized for issuance under the plan by an additional 500,000
shares; and
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Such other business as may
properly come before the meeting
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Only stockholders of record at the close
of business on June 13, 2016, will be entitled to vote at the meeting and
any postponements or adjournments thereof.
By Order of the Board of
Directors,
William L. Deckelman, Jr.
Secretary
Tysons, Virginia
June
24, 2016
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