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: August 8, 2018

(Date of earliest event reported)

CA, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(800) 225-5224

(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 (see General Instruction A.2. below):

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.  ☐

On August 8, 2018, effective upon the election of directors at the CA, Inc. (the “Company”) 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), Arthur F. Weinbach retired as Chairman of the Board of Directors of the Company (the “Board”), having reached the mandatory retirement age set forth in the Company’s Corporate Governance Principles. Also effective upon the election of directors at the 2018 Annual Meeting, Laura S. Unger retired from the Board. Prior to his retirement, Mr. Weinbach had also served as a member of the Mergers and Acquisitions Committee of the Board. Prior to her retirement, Ms. Unger had also served as a member of the Compensation and Human Resources Committee of the Board (the “Compensation Committee”) and Corporate Governance Committee of the Board. Upon Mr. Weinbach’s and Ms. Unger’s retirements and the election of ten (10) directors at the Annual Meeting, the size of the Board was reduced from eleven (11) to ten (10) directors.

On August 8, 2018, the Board elected Michael P. Gregoire, the Company’s Chief Executive Officer and a current director on the Board, to serve as Chairman of the Board following Mr. Weinbach’s retirement. Mr. Gregoire’s compensation will not change in connection with his service as Chairman of the Board. A copy of the press release announcing the appointment of Mr. Gregoire is furnished hereto as Exhibit 99.1.

Also on August 8, 2018, the Board elected Rohit Kapoor, a current director on the Board, to serve as Lead Independent Director of the Board following Mr. Weinbach’s retirement, in accordance with the Company’s Corporate Governance Principles. 

On August 8, 2018, the Compensation Committee of the Board took the following actions:

Copies of the 2011 Plan and the Severance Policy, both as amended, are furnished hereto as Exhibits 10.1 and 10.2, respectively.

(a) The Company’s 2018 Annual Meeting was held on August 8, 2018.

The Company’s stockholders voted on the matters outlined in the Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on June 29, 2018.

(b) The final voting results on the proposals presented at the 2018 Annual Meeting are set forth below.

1. Proposal 1 – Election of Directors:

2. Proposal 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019:

3. Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers:

(d) Exhibits

Exhibit Index

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.