UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2021, Science Applications International Corporation (the “Company”) announced that Milford W. McGuirt was appointed as a member of the Board of Directors of the Company (the “Board”) for an initial term beginning on July 1, 2021 (the “Effective Date”) and expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). In connection with the appointment of Mr. McGuirt to the Board, the Company increased the size of the Board from ten to eleven members. As of the Effective Date, Mr. McGuirt will become a member of each of the Audit Committee and the Nominating and Corporate Governance Committee of the Board.
Mr. McGuirt previously served as Managing Partner of the Atlanta office and Mid-South Area of KPMG until his retirement in September 2019. During a 33-year career at KPMG, Mr. McGuirt held a number of leadership positions, including as a senior partner and the National Audit Sector Leader and National Industry Leader for the firm’s higher education practice. Prior to joining KPMG, Mr. McGuirt served as an audit manager with Coopers & Lybrand.
In connection with his service on the Board, Mr. McGuirt will be entitled to receive the standard annual cash and equity compensation paid to all non-employee directors of the Company, pro-rated until the 2022 Annual Meeting, and to participate in the Company’s Deferred Compensation Plan, which allows directors to defer 100% of the cash retainer and meeting fees they receive in connection with their service as a member of the Board.
There are no arrangements or understandings between Mr. McGuirt and any other persons pursuant to which Mr. McGuirt was selected as a director of the Company. There are no relationships or related transactions between Mr. McGuirt or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On June 29, 2021, the Company issued a press release announcing the event discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated June 29, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | ||||||
| Date: June 29, 2021 | By: | /s/ Steven G. Mahon | ||||
| Steven G. Mahon | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
JUNE 29, 2021
SAIC APPOINTS NEW BOARD MEMBER MILFORD MCGUIRT
New SAIC board member brings decades of public accounting and auditing experience and years of overseeing exceptional client service delivery
Reston, Va., JUNE 29, 2021 – Science Applications International Corp. (NYSE: SAIC) today announced the appointment of Milford W. McGuirt, retired managing partner of KPMG’s Atlanta office, to the company’s board of directors, effective July 1, 2021.
“We are pleased to welcome Milford McGuirt to SAIC’s board of directors,” said Donna Morea, SAIC board chair. “His many years of experience as a managing partner for KPMG, as well as his extensive track record as an award-winning business leader, will bring additional strength to SAIC as the company builds on its reputation as a top provider of digital transformation solutions. His demonstrated focus on innovation, strategy, and collaboration align well with SAIC’s goals to bring advanced technology to our government customers.”
McGuirt will serve on the board’s Audit Committee as well as the Nominating and Corporate Governance Committee. His appointment brings the board’s total membership to 11, with nearly two-thirds of the board now comprised of women and people of color.
McGuirt previously served as the managing partner of KPMG’s Atlanta office as well as the company’s area managing partner for the Mid-South region from January 2015 until September 2019, when he retired from the firm. He has 41 years of public accounting and auditing experience with Big 4 international accounting and consulting firms and was a partner for a total 29 years with KPMG, where he was responsible for overseeing the delivery of high-quality client service, attracting and retaining key professional talent and resources, execution of a growth and market expansion strategy, and representing the firm in the marketplace and community.
About SAIC
SAIC® is a premier Fortune 500® technology integrator driving our nation’s digital transformation. Our robust portfolio of offerings across the defense, space, civilian, and intelligence markets includes secure high-end solutions in engineering, IT modernization, and mission solutions. Using our expertise and understanding of existing and emerging technologies, we integrate the best components from our own portfolio and our partner ecosystem to deliver innovative, effective, and efficient solutions that are critical to achieving our customers’ missions.
We are more than 26,000 strong; driven by mission, united by purpose, and inspired by opportunities. Headquartered in Reston, Virginia, SAIC has pro forma annual revenues of approximately $7.2 billion. For more information, visit saic.com. For ongoing news, please visit our newsroom.
Forward-Looking Statements
Certain statements in this release contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance,” and similar words or phrases. Forward-looking statements in this release may include, among others, estimates of future revenues,
operating income, earnings, earnings per share, charges, total contract value, backlog, outstanding shares and cash flows, as well as statements about future dividends, share repurchases and other capital deployment plans. Such statements are not guarantees of future performance and involve risk, uncertainties and assumptions, and actual results may differ materially from the guidance and other forward-looking statements made in this release as a result of various factors. Risks, uncertainties and assumptions that could cause or contribute to these material differences include those discussed in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our Annual Report on Form 10-K, as updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which may be viewed or obtained through the Investor Relations section of our website at saic.com or on the SEC’s website at sec.gov. Due to such risks, uncertainties and assumptions you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. SAIC expressly disclaims any duty to update any forward-looking statement provided in this release to reflect subsequent events, actual results or changes in SAIC’s expectations. SAIC also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.
Media Contact:
Brad Bass
240.418.0168 | brad.h.bass@saic.com