Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - COMPUTER SCIENCES CORP | csc8-k71516ex321.htm |
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 (Date of earliest event reported): July 11, 2016 |
 | ||
COMPUTER SCIENCES CORPORATION | ||
(Exact name of Registrant as specified in its charter) | ||
Nevada | 1-4850 | 95-2043126 | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
1775 Tysons Boulevard | 22102 | ||
Tysons, Virginia | (Zip Code) | ||
(Address of Principal Executive Offices) | |||
Registrant’s telephone number, including area code (703) 245-9675 | |||
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): | |||
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 11, 2016, Mr. Mark Foster resigned from the Board of Directors (the "Board") of Computer Sciences Corporation (the "Company"). Mr. Foster's resignation is not the result of any disagreement with the policies, practices or procedures of the Company.
Also, Mr. Mukesh Aghi has been appointed to serve as Chairman of the Compensation Committee of the Company and Mr. Herman E. Bulls has been appointed to serve as a member of the Compensation Committee of the Company.
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company's Board has approved an amendment to Section 1 of Article III of the Company’s Bylaws to reduce the authorized number of directors from nine to eight effective July 11, 2016. The text of Section 1 of Article III of the Company’s Bylaws, as amended reads as follows:
“The exact number of directors that shall constitute the authorized number of members of the Board shall be eight (8), 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 9.01 Financial Statements and Exhibits
(d) The following exhibit is filed herewith.
Exhibit No. | Description |
3.2.1 | Certificate of Amendment to Section 1 of Article III of the Bylaws |
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 thereto duly authorized.
COMPUTER SCIENCES CORPORATION | ||||
Dated: July 15, 2016 | By: /s/ Paul N. Saleh | |||
Paul N. Saleh | ||||
Executive Vice President and Chief Financial Officer | ||||
Exhibit Index
Exhibit No. | Description |
3.2.1 | Certificate of Amendment to Section 1 of Article III of the Bylaws |