---
schema_version: "secwatch.filing_event.v1"
accession: "0001571123-26-000113"
form_type: "8-K"
ticker: "SAIC"
cik: "0001571123"
company_name: "Science Applications International Corp"
filed_at: "2026-06-08T20:06:04+00:00"
generated_at: "2026-06-08T20:07:31.020655+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# SAIC shareholders elect all 10 director nominees and approve say-on-pay and equity plan amendment at 2026 annual meeting

## Summary
- 83.5% of outstanding shares voted; all director nominees elected with majorities >29.3M votes for.
- Say-on-pay approved with 30.7M for vs. 1.3M against; future say-on-pay frequency set to every year (30.7M votes).
- Amendment to 2023 Equity Incentive Plan to increase authorized shares passed with 21.7M for, 10.5M against.
- Ratification of Ernst & Young as auditor for FY2027 approved with 35.7M for vs. 306,713 against.

## SEC filing metadata
- accession: 0001571123-26-000113
- form_type: 8-K
- ticker: SAIC
- cik: 0001571123
- company_name: Science Applications International Corp
- filed_at: 2026-06-08T20:06:04+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/0001571123-26-000113-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/saic-20260603.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001571123-26-000113
- JSON: https://secwatch.observer/filing/0001571123-26-000113.json
- Plain text: https://secwatch.observer/filing/0001571123-26-000113.txt

## Key facts
- Shareholder Votes
  Science Applications International Corp shareholders approved Non-binding advisory vote to approve named executive officer compensation at the 2026-06-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 2. The proposal to approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2026 (or a say-on-pay vote) was approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/0001571123-26-000113-index.htm
- Shareholder Votes
  Science Applications International Corp shareholders approved Proposal to amend the 2023 Equity Incentive Plan to increase authorized shares at the 2026-06-03 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 4. The proposal to the Company's 2023 Equity Incentive Plan to increase the total number of authorized shares was approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/0001571123-26-000113-index.htm
- Shareholder Votes
  Science Applications International Corp shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2026-06-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 5. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2027 was approved based upon the following votes:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/0001571123-26-000113-index.htm
- Shareholder Votes
  Science Applications International Corp shareholders approved Non-binding advisory vote on frequency of future Say-on-Pay votes at the 2026-06-03 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 3. The proposal to approve, on a non-binding, advisory basis, the frequency of future Say-on-Pay votes was approved based upon the following votes: Number of Votes For Every Year For Every Two Years For Every Three Years Abstain Broker Non-Votes 30,699,040 96,853 1,452,140 84,756 3,675,073
  evidence_url: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/0001571123-26-000113-index.htm
- Shareholder Votes
  Science Applications International Corp shareholders approved Election of Directors at the 2026-06-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: Science Applications International Corporation (the “Company”) held its virtual Annual Meeting of Stockholders on June 3, 2026 (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1571123/000157112326000113/0001571123-26-000113-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.