SAIC, Inc. - Shareholder/Analyst Call

SAIC, Inc. (SAI)

June 15, 2012 9:00 am ET

Executives

Douglas E. Scott - Secretary

A. Thomas Young - Non-Executive Chair, Member of Nominating & Corporate Governance Committee, Member of Finance Committee and Member of Classified Business Oversight Committee

John P. Jumper - Chief Executive Officer, President, Director, Member of Classified Business Oversight Committee and Member of Ethics & Corporate Responsibility Committee

Jere A. Drummond - Director, Chairman of Nominating & Corporate Governance Committee and Member of Ethics & Corporate Responsibility Committee

Presentation

Douglas E. Scott

Good morning. I'd like to welcome all our employees, stockholders and other guests to the 2012 Annual Meeting of Stockholders. Besides stockholders, participating in person at today's meeting here at SAIC's Conference Center, we have stockholders listening from all over the world via a webcast. I'd like to introduce Tom Young, the Chair of SAIC's Board of Directors.

A. Thomas Young

Good morning. And on behalf of the Board of Directors, it's my privilege to welcome all of you to the Annual Shareholders Meeting, and to thank you very much for the interest in the company and your attendance today. I will be acting as Chair of this meeting. Doug Scott, the company secretary, will act as secretary of the meeting. And at this time, I would like to call the Annual Meeting of Stockholders to order.

The first privilege I have is to introduce the other Board members who are here with us today. I ask that when they're introduced that they would each stand and remain standing till everyone is introduced. And I will ask you to withhold your enthusiastic applause until after they've all been introduced.

First, France Córdova; Jere Drummond, who is Chair of the Nominating and Corporate Governance Committee; Tommy Frist, who is Chair of the Finance Committee; John Hamre, who is Chair of the Classified Business Oversight Committee; Mim John; Anita Jones, who is Chair of the Ethics and Corporate Responsibility Committee; John Jumper, who is Chief Executive Officer of the company; Harry Kraemer, who is the Chair of the Audit Committee; Larry Nussdorf; Sandy Sanderson, who is the Chair of the Human Resources and Compensation Committee. And enthusiastic applause will be now accepted.

Thank you very much. Also present today from Deloitte & Touche, who is our -- the company's auditor, is Mike Condro, who is available to answer any appropriate questions as we go through the meeting. And Mike, would you stand please again? Okay, thank you.

Mr. Secretary, was the notice of this meeting properly sent?

Douglas E. Scott

Yes. The notice of meeting properly states the name of the report together with the proxy and voting card, and properly delivered on or about April 30, 2012, to the company's stockholders of record as of April 16, 2011, which was the record date for this meeting. Extra copies of the proxy statement and annual report are available at the information table in the lobby. A list of the stockholders of record as of the record date has been available for inspection for the past 10 days. The list will remain available during the course of this meeting.

A. Thomas Young

At this time, I would like to introduce Scott Ballenger [ph], who will act as the inspectors of election of this meeting. Scott?

Mr. Secretary, will you please report to us on the presence of a quorum?

Douglas E. Scott

Certainly. As of April 16, 2011, the record date established for this meeting, there were 341,737,161 shares of the company's common stock outstanding. Holders of common stock are entitled to one vote per share. Delaware law requires that the holders of the majority and voting interest of the company shares be present in person or by proxy in order to constitute a quorum at a meeting of stockholders. Prior to the commencement of this meeting, I've received proxies or voting instructions representing an excess of 78% of the total voting interest of the shares outstanding on the record date. This constitutes the majority of outstanding voting interest, and a quorum is present for the conduct of business.

A. Thomas Young

Thank you, Mr. Secretary. And the Annual Meeting of Shareholders is now officially convened. We have 6 matters to consider and vote upon at this meeting. One, a proposal to elect 11 directors; two, a proposal to approve the merger of SAIC Inc. with, and into, its wholly-owned subsidiary, Science Applications International Corporation, to eliminate the current holding company structure; three, a proposal to amend our 2006 Equity Incentive Plan; four, an advisory vote on executive compensation; five, a proposal to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending January 31, 2013; and six, a shareholder proposal requesting that the Board of Directors take action to authorize stockholder action by written consent.

Your Board is recommending that you vote in favor of each proposal for the annual -- and for the annual advisory vote on executive compensation, but to oppose the stockholder proposal. A description of each item, your board's recommendation, and its rationale for the recommendations are set forth in detail in the proxy statement. As is our usual practice, there will be time for a discussion of each proposal after it has been formally presented. If you have a comment or a question concerning one of the proposals, please come up to one of the microphones that you'll see in the aisles and state your name and indicate whether you're a stockholder or a proxy holder.

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