SAIC Elects New Directors, Amends Equity Plan

TL;DR

SAIC adds two directors and tweaks executive pay plans.

AI Summary

Science Applications International Corporation (SAIC) announced on January 2, 2025, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Michael L. Daniels and Dr. Lisa J. Porter, effective January 2, 2025. Additionally, the company's Compensation Committee approved amendments to the 2023 Equity Incentive Plan, impacting compensatory arrangements for certain officers.

Why It Matters

The election of new directors and amendments to equity incentive plans can signal strategic shifts and impact executive compensation, potentially influencing investor confidence and future company performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance changes and compensation adjustments, which are common and typically do not indicate significant immediate risk.

Key Players & Entities

• Science Applications International Corporation (company) — Registrant
• Michael L. Daniels (person) — Newly elected director
• Dr. Lisa J. Porter (person) — Newly elected director
• 2023 Equity Incentive Plan (document) — Amended compensatory arrangement
• January 2, 2025 (date) — Effective date of director elections and reporting date

FAQ

From the Filing

0001193125-25-002201.txt : 20250106 0001193125-25-002201.hdr.sgml : 20250106 20250106164901 ACCESSION NUMBER: 0001193125-25-002201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250102 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250106 DATE AS OF CHANGE: 20250106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Science Applications International Corp CENTRAL INDEX KEY: 0001571123 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] ORGANIZATION NAME: 06 Technology IRS NUMBER: 461932921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35832 FILM NUMBER: 25511934 BUSINESS ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-676-4300 MAIL ADDRESS: STREET 1: 12010 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SAIC Gemini, Inc. DATE OF NAME CHANGE: 20130305 8-K 1 d831389d8k.htm 8-K 8-K Science Applications International Corp false 0001571123 0001571123 2025-01-02 2025-01-02     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): January 2, 2025     Science Applications International Corporation (Exact name of registrant as specified in its charter)       Delaware   001-35832   46-1932921 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   12010 Sunset Hills Road Reston , Virginia   20190 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (703) 676-4300 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:   ☐ 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)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.0001 per share   SAIC   The Nasdaq Stock Market LLC 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. ☐       Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On January 2, 2025, the Board of Directors (the “Board”) of Science Applications International Corporation (the “Company”) accepted the resignation of Dana S. Deasy, a member of the Board, including all committees thereof, effective as of January 2, 202