Good morning, ladies and gentlemen. Welcome to the 2020 Annual Meeting of Stockholders of DXC Technology. I am Ian Read, Chairman of the Board of Directors of DXC Technology, and will be presiding as Chairman of this meeting. At this time, I will call the meeting to order. I would like to take this opportunity to make a few remarks, but before I begin, may I also remind everyone that our discussion today may include forward-looking statements that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those statements.
From these statements, additional information about these factors is detailed in the company's press release, public filings, and the Securities and Exchange Commission, including the annual report on Form 10-K for the fiscal year ending March 31st, 2020, and any updated information in subsequent SEC filings, including the company's quarterly report on Form 10-Q for the quarterly period ending June 30th, 2020. On behalf of our board, employees, and entire community, I want to begin by thanking you for your continuing trust and confidence in DXC Technology. The support of our shareholders enables us effectively to execute on our strategy, build and grow our company, and create value for our clients and for all stakeholders.
With a new management team in place, the focus of DXC is to execute our transformation journey by strengthening customer relationships, optimizing costs, and seizing the market while taking care of our people and positioning DXC for growth. DXC is committed to maintaining a strong financial position consistent with an investment-grade profile, running a long-term sustainable business focused on the enterprise technology stack, and unlocking value by pursuing strategic alternatives for businesses that do not fit DXC's long-term strategy. In DXC, I see the makings of a true global leader in IT services, and I'm looking forward to continuing working closely with our President and CEO, Mike Salvino, and the other board members as DXC continues its transformation journey and reaches its full potential. Thank you again for your support and confidence in DXC. We have a lot to look forward to in the year ahead.
Before moving to the voting items, I would now like to introduce the following directors who are present today. Please welcome Mukesh Aghi, Amy Alving, David Herzog, Mary Krakauer, Mike Salvino, who is our CEO and President, Manoj Singh, and Robert Woods. I would also like to introduce Dave Barnes and Raul Fernandez, our two new director nominees. Finally, I would like to introduce several other participants in this meeting: Mr. James Raitt from American Election Services, who has been appointed as Inspector of Elections for this meeting and has taken his oath as Inspector. Mr. William Calder from Deloitte & Touche, the company's independent accountants, who is also present at the meeting and will be available to answer questions concerning the audit of the company's financial statements. Mr. William Deckelman, Executive Vice President, General Counsel, and Corporate Secretary, who will also act as Secretary of the meeting. Mr.
Deckelman, please proceed with the next agenda item.
Thank you, Mr. Chairman. I'd like to briefly review the rules of conduct and procedures for this meeting. We have posted the rules of conduct in the meeting agenda to the meeting portal, and this meeting will follow the items as set forth on the agenda. Any stockholder who has not yet voted or who wishes to change his or her vote may do so by clicking on the "Vote Here" button on the web portal and following the instructions. Any stockholder who has sent in a proxy or voted via the telephone or internet and does not want to change his or her vote does not need to take any further action. After the formal meeting has adjourned, we will provide time for questions pertinent to the meeting matters. Only validated stockholders will be able to submit questions online in the designated field on the web portal.
Out of consideration for others, please limit yourself to one question. We may not be able to answer all questions, but we will do our best to provide a response to as many as possible, and thank you for your cooperation. Next, I would like to report that an affidavit of mailing establishing that notice of this meeting was duly given has been delivered, and a copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. As noted in the notice and proxy statement previously delivered to you, all stockholders of record at the close of business on June 15th, 2020, are entitled to vote at this annual meeting. Mr.
Chairman, the first order of business at this meeting is to determine whether the shares represented at the meeting, either by proxy or online, are sufficient to constitute a quorum for the purpose of transacting business. The stockholders' list for the company shows that the holders of 254, 072, 906 shares of common stock of the company are entitled to vote at this meeting. We are informed by our Inspector of Elections that they are represented by proxy or online 221, 857, 997 shares of common stock, or approximately 87% of all the shares entitled to vote at this meeting, and therefore a quorum is present.
Thank you, Mr. Deckelman. Because holders of the majority of the shares entitled to vote at this meeting are present by proxy or online, I declare this meeting open and competent for the transactions of business as may properly come before it. Mr. Deckelman, please continue and present the five proposals to be considered and acted upon at this annual meeting.
Voting will commence after all proposals have been presented. If you have any questions on the proposals described in the proxy statement, please enter the questions on the web portal now. Proposal number one, the first proposal before the stockholders of the company is the election of the 10 director nominees to hold office until the 2021 annual meeting or until their successors are elected and qualified. The company has an advance notice provision in its bylaws for nominations or proposals for inclusion at the annual meeting. Accordingly, all nominations for directors are closed. The board of directors of the company recommends the election of the following persons as directors of the company: Mukesh Aghi, Amy Alving, David Barnes, Raul Fernandez, David Herzog, Mary Krakauer, Ian Read, Mike Salvino, Manoj Singh, and Robert Woods.
Information about the nominees for election as directors is included in the company's proxy materials, which have previously been provided to the stockholders. Proposal number two, the second proposal before the stockholders, is the ratification of the appointment of Deloitte & Touche LLP as independent auditors. The board recommends the ratification of the appointment of Deloitte & Touche as the company's independent auditor for the 2021 Fiscal Year. A representative of Deloitte & Touche is present and is available to respond to appropriate questions concerning the audit of the company's financial statements. Proposal number three, the third proposal before the stockholders of the company, is the approval by advisory or non-binding vote of the company's compensation of its named executive officers as outlined in the proxy statement. The board recommends the approval of this proposal.
If approved, the minutes will reflect the following resolutions of the stockholders: resolved that the stockholders of DXC Technology Company approve on an advisory basis the compensation of the named executive officers as disclosed in the DXC Technology Company 2020 definitive proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and accompanying footnotes and narratives. Proposal number four, the fourth proposal before the stockholders of the company is the approval of an increase in the number of shares of our common stock available for issuance under the DXC Technology Company 2017 Omnibus Incentive Plan by 17 million shares from 34,200,000 to 51,200,000 shares.
In addition to the increase in the number of available shares, the proposed amendment to the incentive plan also prohibits the replacement of options and stock appreciation rights without stockholder approval and removes certain provisions relating to the qualification of awards for the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code of 1986 as amended, as these provisions are no longer required after the enactment of the Tax Cuts and Jobs Act of 2017. However, we are not proposing to eliminate the individual award limits set forth in Section 4.3 of the incentive plan or otherwise to change our pay-for-performance policy. The board recommends the approval of this proposal.
Our fifth proposal before the stockholders of the company is the approval of an increase in the number of shares of our common stock available for issuance under the DXC Technology Company 2017 Non-Employee Director Incentive Plan by 515,000 shares from 230,000 to 745,000 shares. In addition to the increase in the number of available shares, the proposed amendment to the Non-Employee Director Incentive Plan also imposes an annual limit on the value of equity awards that may be granted under the plan to our independent chairman during any calendar year to $900,000 and to any other single non-employee director during any calendar year to $500,000 based on the value of our shares as of the grant date of the award. The board recommends the approval of this proposal. That concludes the introduction of all matters requiring a stockholder vote today.
We will now move on to the next agenda item on voting and the opening of polls. Voting will proceed as follows. Any stockholder who has not yet voted or who wishes to change his or her vote may do so by clicking on the "Vote Here" button on the web portal and following the instructions. Any stockholder who has sent in a proxy or voted via the telephone or internet and does not want to change his or her vote does not need to take any further action.
Thank you, Bill. It is now 10:42 A.M. I declare the polls open for each matter that will be voted on today. We'll leave the polls open for a few moments to allow anyone who chooses to vote electronically to cast their ballot. Now we seem to have all the electronic ballots, and I hereby declare the polls closed. The election ballots and proxies will be held in the possession of the Inspector of Elections. The Inspector of Elections will count the votes. We will now move on to a question and answer period. Mike Salvino, President and CEO of DXC Technology, is with us today and is available to answer any questions. As a reminder, only validated stockholders will be able to submit questions online in the designated field on the web portal. Out of consideration for others, please limit yourself to one question.
Although we won't be able to answer all questions, we will do our best to provide a response to as many as possible. We will pause briefly to compile the questions that have been submitted. If any, Mr. Salvino will then address any questions.
Mr. Chairman, we have two questions, and the first one is, how are the board of directors compensated per full board meetings and per committee meetings? The answer to that is the details of our director compensation design and actual compensation is in the proxy statement. The program includes an annual cash retainer for board service, an annual equity grant, and an equity grant for our independent chair, along with committee and committee chair fees. Director compensation is disclosed on page 35 of the proxy statement, and this compensation is what our directors receive for standard service. The additional committee fees only apply where directors are asked to travel and serve for a very high number of meetings. We include this design in order to compensate our directors fairly in the event that we require additional service for the companies. No director received additional meeting attendance fees last year.
The second question said, "Encouraging Q1 results, employee sentiment, and customer impact." However, DXC still has a CEO pay ratio of 456 to 1 despite awards to employees in lower levels. When is executive pay going to be addressed as one of the ways to optimize costs? Because current structures are not defensible in today's business climate. Two points to that question. First of all, the increases that we gave to our levels one through four throughout since I arrived, along with the ones that are getting rolled out right now, I think are a huge focus and huge impact to what we're doing around pay. Second is we will continue to look at pay at all levels, CEO all the way down to the folks that are focused on our customer service. And with that, Ian, Mr. Chairman, there are no more questions that were entered in today's portal.
Thank you, Mike. This concludes the question and answer session. We will now move to the results of the voting. Mr. Deckelman, would you please report the results of the voting on the proposal before the stockholders of the company at this meeting?
We have been informed by the Inspector of Elections that all the ballots have been counted and that each of the nominees for election to the board of directors has received the requisite affirmative vote cast by proxy or online at this meeting for election as directors. I also declare that the requisite affirmative vote cast by proxy or online at this meeting has been obtained to ratify the appointment of Deloitte & Touche LLP as the company's independent auditor for the 2021 Fiscal Year. I also declare that 32.63% of the votes cast by proxy or online at this meeting have voted for the approval by non-binding advisory vote of the company's executive compensation. Likewise, I declare that the requisite affirmative vote cast by proxy or online at this meeting has been obtained to approve an increase in shares available under the DXC Technology Company 2017 Omnibus Incentive Plan.
Finally, I declare that the requisite affirmative vote cast by proxy or online at this meeting has been obtained to approve an increase in shares available under the DXC Technology Company 2017 Non-Employee Director Incentive Plan.
Thank you, Mr. Deckelman. I declare that the director's nominees have been duly elected, each to hold office until next year's meeting or until his or her respective successors are elected and qualified. I also declare that the appointment of Deloitte & Touche LLP as the company's independent auditor for Fiscal Year 2021 has been duly ratified. Finally, I declare that the company's executive compensation proposal was not approved in the non-binding advisory vote, that the proposal to increase the number of shares of our common stock available for issuance under DXC Technology Company 2017 Omnibus Incentive Plan has been approved, and that the proposal to increase the number of shares of our common stock available for issuance under the DXC Technology Company 2017 Non-Employee Director Incentive Plan has been approved.
The company will file a current report on the Form 8-K disclosing the results of the proposals voted at this meeting. This annual meeting is now concluded. I declare this meeting to be officially adjourned at 10:48 A.M., August 13th, 2020. I wish to thank each of you for your attendance of this meeting and for your support.