SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
ACT OF 1934
Date of Report (Date of earliest event
reported): August 6, 2012
||COMPUTER SCIENCES CORPORATION
of Registrant as specified in its charter)
|(State or Other Jurisdiction
||(Commission File Number)
|3170 Fairview Park
|(Address of Principal Executive Offices)
Registrants telephone number,
including area code (703)
(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
General Instruction A.2. below):
[ ] 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))
Item 5.03. Amendments to the Articles
of Incorporation or Bylaws; Change in Fiscal Year.
The Board of
Directors (Board) of Computer Sciences Corporation (Company) has approved an
amendment to Section 1 of Article III of the Companys Bylaws to decrease the
authorized number of directors from eleven to nine effective August 7, 2012. The
text of Section 1 of Article III of the Companys Bylaws, as amended reads as
The exact number of directors that
shall constitute the authorized number of members of the Board shall be nine
(9), all of whom shall be at least 18 years of age. The authorized number of
directors may from time to time be increased to not more than fifteen (15) or
decreased to not less than three (3) by resolution of the directors of the
Corporation amending this Section of these Bylaws in compliance with Article
VIII, Section 2 of these Bylaws. Except as provided in Section 2 of this Article
III, each director elected shall hold office until his or her successor is
elected and qualified or until his earlier death, removal or resignation.
Directors need not be stockholders.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On August 7, 2012, the Companys stockholders elected Lawrence A.
Zimmerman as a member of the Board. The Board also appointed Mr. Zimmerman as a
member and Chair of the Audit Committee of the Board. Mr. Zimmerman will
participate in the Companys amended compensation program for non-employee
directors (described below). In addition, it is expected that he will execute
the Companys standard form of non-employee director indemnification agreement.
The form of the indemnification agreement was filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission (SEC) on February 22, 2010.
SUMMARY OF AMENDED COMPENSATION PROGRAM
FOR NON-EMPLOYEE DIRECTORS
On August 7, 2012, the Board amended the Companys compensation program
for non-employee directors, other than the Non-Executive Chair whose
compensation is described in the Companys definitive proxy statement for the
2012 Annual Meeting filed on June 22, 2012. The Company will pay our
non-employee directors, other than the Non-Executive Chair, an annual retainer
of $90,000 per year. In addition to the annual retainer described above:
Chairman of the Audit Committee receives an additional $20,000 annual retainer
The Chairman of the Compensation
Committee receives an additional $15,000 annual retainer
The Chairman of the Nominating and
Corporate Governance Committee receives an additional $10,000 annual retainer
Members of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee
other than the Non-Executive Chair, receive an additional $10,000 annual
retainer for service on each Committee on which the director serves as a member
An annual grant of equity with a grant date fair value of $135,000 (details below).
The Company has generally eliminated fees for attendance at board or committee meetings. However,
once a director has attended at least eight Board meetings or a number of committee meetings equal to six
times the number of committees on which that director serves, he or she will be entitled to a fee of $2,500
for attendance at a meeting in support of a special assignment involving travel. The Chair of the Compensation Committee has the authority to determine which meetings or special assignments qualify for such payment.
As noted above, each non-employee director, other than the Non-Executive Chair, is entitled to an annual
equity grant of Restricted Stock Units (RSUs) with a grant date fair value of $135,000. RSUs vest in full
on the date of the first annual meeting of the Companys stockholders following the grant date, provided the
recipient remains a director of the Company through such date. In addition, RSUs vest in full upon a change
in control of the Company.
RSUs are automatically settled by delivering Company stock and dividend
equivalents (plus interest) when a director ceases to serve on the Board, either
in a lump sum or in annual installments over periods of 5, 10 or 15 years, at
the directors election. Beginning with Fiscal Year 2014, each director may
receive RSUs that are automatically settled upon vesting, provided the director
has satisfied our Share Ownership Guidelines (described below).
Our Share Ownership Guidelines require that each director own common stock with a market value of at least five times
the annual cash retainer (e.g. $450,000), before being permitted to dispose of any shares acquired as compensation from
the Company. Once a director has reached the Share Ownership Guideline, for so long as he or she serves on the Board,
such director may not dispose of any Common Shares if such disposition would cause the director to be below the Share
Ownership Guideline. Vested restricted stock, vested RSUs, and shares held out right all count toward the
Stock Ownership Guideline.
Item 9.01 Financial Statements and
(d) The following exhibit is filed
||Certificate of Amendment to Section 1 of
Article III of the Bylaws|
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.
||COMPUTER SCIENCES CORPORATION|
|Dated: August 10, 2012
|| /s/ Paul N. Saleh|
and Chief Financial Officer|