The Company believes sound corporate governance is integral to achieving long-term stockholder value. Our Board of Directors (the “Board”) actively monitors developments in governance best practices to assure that it continues to meet its

commitment to thoughtful and independent representation of stockholder interests. The following points summarize certain aspects of our corporate governance practices:

The Board and the Corporate Governance Committee have a board renewal philosophy based on the belief that it is important to have experienced directors with a deep understanding of the Company’s business as well as directors who bring fresh perspectives to the Board. The Board’s ongoing refreshment efforts and proactive assessment of its collective skills, experience and expertise have resulted in the recruitment of four new independent directors since 2011. Five of the ten director nominees have between five and ten years of service on the Board. The Board and the Corporate Governance Committee believe that this balance of experience, continuity and refreshment helps the Board most effectively serve the Company and its stockholders.

The Corporate Governance Committee coordinates and assists the Board in the recruitment of new directors.

In their efforts to identify potential director candidates, the Board and the Corporate Governance Committee consider:

As a means to ensure orderly Board succession, the Board adopted Corporate Governance Principles that require that:

Arthur F. Weinbach, having reached the mandatory retirement age under the Company’s Corporate Governance Principles, is not standing for reelection at the annual meeting. In addition, after more than thirteen years of service, as part of the Board’s and Corporate Governance Committee’s succession planning, Laura S. Unger is retiring from the Board at the annual meeting and will not stand for reelection. The Board expresses its deep gratitude to Mr. Weinbach and Ms. Unger for their significant contributions to the Company during their many years of dedicated service on the Board.

The number of directors is currently fixed at eleven. Upon the retirements of Arthur F. Weinbach and Laura S. Unger, and effective upon the election of the directors at the annual meeting, the size of the Board will be reduced to ten members.

The Board is nominating one new director candidate for election at the annual meeting: Nancy A. Altobello.

Ms. Altobello was identified as a potential director by a third-party director search firm engaged by the Corporate Governance Committee. For more information on the experience, skills and qualifications of Ms. Altobello and the other director nominees, please see “Biographical Information and Qualifications of Director Nominees” below.

All director nominees other than the Chief Executive Officer are independent. Below are highlights of the composition of our director nominees:

This Proxy Statement is furnished to the holders of the common stock, par value $0.10 per share, of CA, Inc. (“Common Stock”) in connection with the solicitation of proxies by our Board of Directors for use at our 2018 annual meeting of stockholders and any adjournment or postponement of the meeting. The meeting will be held on August 8, 2018, at 10:00 a.m. Eastern Daylight Time. The annual meeting will be a completely virtual meeting held over the Internet. You will be able to attend the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting

www.virtualshareholdermeeting.com/CA2018 and entering the 16-digit control number provided in your proxy materials. You may also submit questions in advance of the meeting by visiting www.proxyvote.com. The matters expected to be acted upon at the meeting are set forth in the preceding Notice of Annual Meeting of Stockholders. At present, the Board of Directors (the “Board”) knows of no other business to come before the meeting. When this Proxy Statement refers to the “Company,” “we,” “us,” or “our,” it is referring to CA, Inc., also known as CA Technologies.

We distribute our proxy materials to certain shareholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission (“SEC”). This approach conserves natural resources and reduces our printing and mailing costs, while providing a timely and convenient method of accessing the materials and voting.

On or about June 29, 2018, we mailed our stockholders a notice regarding the availability of proxy materials on the Internet (“Notice of Internet Availability”) containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report for the fiscal year ended March 31, 2018. If you received a Notice of Internet Availability

by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request these materials. Other stockholders, in accordance with their prior requests, have received email notification of how to access our proxy materials and vote over the Internet, or have been mailed paper copies of our proxy materials and a proxy card or a vote instruction form from their bank or broker.

If you want to receive a paper or email copy of the proxy materials, you may request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed in the Notice of Internet Availability by July 24, 2018 to facilitate timely delivery.

We are pleased to announce that the annual meeting will be a completely virtual meeting and will be webcast live at www.virtualshareholdermeeting.com/CA2018. We utilize the virtual meeting format to enhance, rather than restrict, stockholder access, participation and communication with our Board and management, and believe a virtual-only meeting provides expanded access, improved communication and cost savings for our stockholders. We believe that hosting a virtual meeting will enable increased attendance and full and equal participation by stockholders because stockholders around the world will be able to attend and listen to the annual meeting live, submit questions and vote their shares electronically, at no cost.

Although the annual meeting webcast is available only to stockholders of record at the time of the annual meeting, a replay of the meeting will be made publicly available on our investor relations website for approximately one year from the date of the annual meeting.

A summary of the information you need to attend the annual meeting online is provided below:

Only stockholders at the close of business on June 11, 2018 are entitled to notice of the annual meeting and to vote at the meeting or any adjournment or postponement thereof. On June 11, 2018, we had 420,447,211 outstanding shares of Common Stock. Each outstanding share of Common Stock is

entitled to one vote. A majority of the outstanding shares of Common Stock, present or represented by proxy at the meeting, will constitute a quorum. For additional information, please see “How Proxy Votes Are Tabulated” below.

If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the “stockholder of record” with respect to those shares, and the Notice of Internet Availability (and, if applicable, the mailed or emailed proxy materials) is sent directly to you. If your shares are held in an account at a bank, broker, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability (and, if applicable, the mailed or emailed proxy materials) is forwarded to you by that firm.

Whether you are a stockholder of record or hold your shares in street name, you may direct your vote without participating in the virtual annual meeting. If you are a stockholder of record, you may vote your shares over the Internet or by telephone by following the instructions on the Notice of Internet Availability. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail. You should sign your name exactly as it

appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity. If you are the beneficial owner of shares held in street name, you may be eligible to vote your shares electronically over the Internet or by telephone by following the instructions on the Notice of Internet Availability. If you request printed copies of the proxy materials by mail, you may also vote by signing the voter instruction form provided by your bank or broker and returning it by mail. If you provide specific directions to your broker or nominee on how to vote by mail, telephone or over the Internet, your shares will be voted by your broker or nominee as you have directed.

We may reimburse reasonable fees and out-of-pocket costs incurred by your bank, broker or nominee in forwarding the Notice of Internet Availability (and, if applicable, the mailed or emailed proxy materials) to you.

We will bear the cost of our solicitation of proxies. In addition to using the Internet, our directors, officers and employees may solicit proxies in person and by mail, telephone, facsimile, or electronic transmission, for which they will not receive any additional compensation. We will also make arrangements with brokers and other custodians, nominees and fiduciaries to

forward solicitation materials to the beneficial owners of shares of Common Stock held by those persons, and we may reimburse those custodians, nominees and fiduciaries for reasonable fees and out-of-pocket expenses incurred. We have retained Morrow Sodali LLC to assist us in soliciting proxies for a fee of $7,500, plus expenses.

You may vote in the following ways:

Unless you vote live at the virtual annual meeting, we must receive your vote by 11:59 p.m., Eastern Daylight Time, on August 7, 2018, the day before the virtual annual meeting, for your vote by proxy to be counted.

Only the shares of Common Stock represented by valid proxies received and not revoked will be voted at the meeting. Votes cast at the meeting by proxy or via the virtual meeting website will be tabulated by the Inspector of Election. The Inspector of Election will treat shares of Common Stock represented by a valid proxy as present at the meeting for purposes of determining a quorum, whether or not the proxy is marked as casting a vote or abstaining on any or all matters.

If you are a beneficial owner of shares held in street name and do not provide the firm that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the firm that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm — is a routine matter on which brokers can vote on behalf of their clients if clients do not furnish voting instructions. All other proposals are non-routine matters.

If the firm that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, it will inform our Inspector of Election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” Broker non-votes are treated as present for purposes of determining a quorum,

but are not counted as votes “for” or “against” the matter in question or as abstentions, and they are not counted in determining the number of votes present for the particular matter.

If you are a stockholder of record and you:

then the proxy holders (i.e., the persons named in the proxy card provided by our Board of Directors) will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting or any adjournment or postponement of the meeting.

If any other business properly comes before the meeting or any adjournment or postponement of the meeting, it is the intention of the proxy holders named in the accompanying proxy card to vote the shares represented by the proxy card on those matters in accordance with their best judgment.

You may revoke your proxy and change your vote at any time before the final vote at the annual meeting. You may revoke your proxy by submitting a written notice of revocation to the Corporate Secretary at CA, Inc., 520 Madison Avenue, New York, New York 10022. You may also revoke a previously submitted proxy by voting again on a later date over the Internet, by telephone or by signing and returning a new proxy

card by mail (only your latest proxy submitted prior to the annual meeting will be counted), or by attending and voting at the virtual annual meeting. Your attendance at the virtual annual meeting will not automatically revoke your proxy unless you enter your 16-digit control number and vote again online at the annual meeting via the annual meeting website.

If you and other residents with the same last name at your mailing address own shares of Common Stock in street name, your broker or bank may have sent you a notice that your household will receive only one annual report and proxy statement. This practice of sending only one copy of an annual report and proxy statement is known as “householding.” You and such other residents will each receive a separate Notice of Internet Availability and proxy card with your own 16-digit control number, but those notices and proxy cards will be placed in one package addressed to the household. If you received a householding communication, your broker will send one copy of this Proxy Statement and our Annual Report for the fiscal year ended March 31, 2018 to your address unless contrary instructions were given by any stockholder at that address. If you received more than one copy of this Proxy Statement and our Annual Report this year and you wish to

reduce the number of copies you receive in the future, and save us the cost of printing and mailing these documents, please contact your bank or broker.

You may revoke your consent to householding at any time by sending your name, the name of your bank or broker, and your account number to our Investor Relations Department at the address below. The revocation of your consent to householding will be effective 30 days following its receipt. In any event, if your household received a single set of the Proxy Statement and our Annual Report for this year, but you would prefer to receive your own copies, we will send a copy of the Proxy Statement and Annual Report to you if you send a written request to CA, Inc., Investor Relations Department, 520 Madison Avenue, New York, New York 10022, or contact our Investor Relations Department at 1-800-225-5224.

Our Annual Report for the fiscal year ended March 31, 2018 accompanies this Proxy Statement and is also available on the Internet. Please follow the instructions in the Notice of Internet

Availability if you want to review our Annual Report online. Our Annual Report contains financial and other information about us. The Annual Report is not a part of this Proxy Statement.

The Board of Directors of the Company (the “Board”) is responsible for oversight of the management of the Company. The Board has adopted Corporate Governance Principles,

which, along with the Company’s charter and By-laws, and the charters of the committees of the Board, provide the framework for the governance of the Company.

We periodically consider and review our Corporate Governance Principles. Our current Corporate Governance Principles can be found, together with other corporate governance information,

on our website at www.ca.com/invest. The Board also evaluates the committee charters from time to time, as appropriate.

We maintain a Code of Conduct that qualifies as a “code of ethics” under applicable SEC regulations. Our Code of Conduct is applicable to all employees and directors, and is available on our website at www.ca.com/invest. Any amendment to, or waiver of, a provision of our Code of Conduct that applies to our directors or executive officers will be disclosed on our website.

Each of our Corporate Governance Principles and our Code of Conduct is available free of charge in print to any stockholder who requests a copy by writing to our Corporate Secretary at CA, Inc., 520 Madison Avenue, New York, New York 10022.

We concentrate not only on what is essential to our business success, but also on what works for our people, our communities and our shared natural environment. We believe software is a key enabler in solving the world’s most pressing problems. That is why we are committed to utilizing our unique skills in areas like energy efficiency, diversity and inclusion, and STEM (science, technology, engineering and math) to address current challenges such as climate change, inclusive economy,

and reskilling. We continue our journey to be a responsible, progressive, and thoughtful company, and our 40 years of experience helps us carefully consider the changing role technology plays in our daily lives. For more information on our corporate sustainability initiatives and achievements, please see our most recent Sustainability Report available on the Investor Relations page of our website.

We first started reporting our greenhouse gas emissions in 2006, and since then we have evolved our emissions reduction strategy from an operational efficiency focus to one that is a priority issue to the Company and our stakeholders. We work with our global real estate service providers to incorporate sustainability elements into all new leases, including provisions requiring the use of efficient and regularly serviced building systems, the use of cleaning materials that are Green Seal

certified, the inclusion of building-recycling programs, the use of lighting sensors in common areas and the use of landscape irrigation systems that utilize rain sensor devices to minimize water use. We are also a proud signatory of the “We Are Still In” network, a broad cross-section of the U.S. economy that has assembled in pursuit of climate action, and to uphold the Paris Agreement.

We believe that innovation and invention are the by-products of an inclusive and diverse workplace. Diversity of perspective, experience and thought are key to driving creativity, innovation and results. We are committed to providing equitable opportunities and giving employees avenues for success — both personally and professionally. We believe that workforce

diversity is an important topic in the technology sector, and we are dedicated to moving the conversation on diversity forward. We thrive by creating an inclusive work environment that values and leverages uniqueness, while motivating employees to unleash their full potential.

We acknowledge that the technology sector has a responsibility to lead the way in responding to the STEM skills gap. We have pledged to reach 50,000 under-18 students by 2020 to inspire them to consider future careers in STEM and help address the

chronic skills gap. Additionally, we are a founding partner in the World Economic Forum’s IT Industry Skills Initiative to re-skill one million adults and prepare them for jobs of the future.

Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and Chief Executive Officer or with respect to whether the Chairman should be a member of management or an independent director, and provide the Board flexibility to establish a leadership structure that works best for the Company at a particular time. When the positions of Chairman and Chief Executive Officer are filled by the same person or when the Chairman is not an independent director, our independent directors elect a Lead Independent Director annually, upon the recommendation of the Corporate Governance Committee. The duties of the Lead Independent Director include presiding at executive sessions of the non-employee and independent directors.

Arthur F. Weinbach, the current Chairman of our Board, has reached the mandatory retirement age set forth in the Company’s Corporate Governance Principles and is not standing for reelection at the annual meeting of stockholders. In light of Mr. Weinbach’s upcoming retirement, the Corporate Governance Committee has begun the process of considering the leadership structure that will be most appropriate for the Board going forward and evaluating candidates for the position of Chairman. Following the annual meeting, after receiving the recommendation of the Corporate Governance Committee, the Board will appoint a new Chairman of the Board.

Our management is responsible for managing risks affecting the Company, including identifying, assessing and appropriately mitigating risk. Our Board of Directors is responsible for oversight of management in the execution of its responsibilities and for assessing its approach to risk management, and the Chairman provides overall leadership to the Board in its oversight function. Throughout the year, management regularly reports to the Board on the Company’s strategy, with one Board meeting each year exclusively dedicated to strategy. The involvement of the Board in setting our business strategy is a key part of its oversight of risk management, its consideration of our risk appetite, and its determination of what constitutes an appropriate level of risk.

The Board regularly reviews and discusses with management significant risks that may affect our enterprise, including but not limited to operational, financial, strategic, legal and regulatory risks. Our Executive Vice President and Chief Financial Officer reports to the Board with respect to our enterprise risk management function, and one independent Board member is designated as a liaison and point of contact for the Company’s enterprise risk function.

The committees of the Board also provide risk oversight associated with their respective areas of responsibility.

The Audit Committee oversees risks related to our financial statements, our financial reporting processes, our internal control processes and accounting matters, and our business practices and compliance functions.

The Compensation and Human Resources Committee (the “Compensation Committee”) provides oversight with respect to risks related to our compensation practices.

The Corporate Governance Committee oversees risks related to our corporate governance structure and processes.

The Mergers and Acquisitions Committee oversees risks related to potential acquisitions, strategic investments and divestitures.

In fulfilling their oversight responsibilities, all committees receive regular reports on their respective areas of responsibility from members of management. The Chair of each committee, in turn, reports regularly to the Board on matters including risk oversight.

The Board believes that our current Board and committee leadership structure helps to promote more effective risk oversight by the Board.

Proactive enterprise cybersecurity risk management is a key focus of the Board. As part of the Board’s oversight of risk management, the Board receives regular reports at Board meetings from the Company’s Executive Vice President, Global Operations and Information Technology, covering the evolving cybersecurity threat landscape, our information security

program, related priorities and controls. Furthermore, the Company’s internal audit department performs assessments of the Company’s key cybersecurity risk mitigation activities and processes and presents its findings to the Audit Committee, and the Audit Committee reports on such findings during its regular reports to the Board.

The Board has determined that nine of the nominees for election at the annual meeting (all the nominees other than Mr. Gregoire) are independent under The Nasdaq Stock Market LLC (“Nasdaq”) listing requirements and our Corporate Governance Principles. Mr. Gregoire is not independent because he is our Chief Executive Officer.

In the course of the Board’s determination regarding the independence of each non-employee director, the Board considers transactions, relationships and arrangements as required by the independence guidelines contained in our Corporate Governance Principles. There were no transactions, relationships or arrangements outside of the independence

guidelines that required review by the Board for purposes of determining whether the directors were independent.

All members of the Audit, Compensation, Corporate Governance and Mergers and Acquisitions Committees are independent directors as defined by Nasdaq listing requirements and our Corporate Governance Principles. Members of the Audit Committee also satisfy the separate independence requirements of the SEC.

The independence guidelines contained in our Corporate Governance Principles are available on our website at www.ca.com/invest.

The Board currently has four committees — the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Mergers and Acquisitions Committee — to carry out certain responsibilities and to assist the Board in meeting its fiduciary obligations. The Board may also appoint other committees from time to time as it deems necessary. The committees operate under written charters, which have been adopted by the respective committees and by the Board. The charters of the current committees can be reviewed on our website at www.ca.com/invest and are also available free of charge in print to any stockholder who

requests them by writing to our Corporate Secretary at CA, Inc., 520 Madison Avenue, New York, New York 10022.

During fiscal year 2018, the Board met 12 times. The independent directors also meet at Board meetings in executive session without any non-independent director or member of management present. Mr. Weinbach, who is an independent director, presided at these executive sessions. During fiscal year 2018, each incumbent director attended, in the aggregate, more than 75% of the Board meetings and meetings of the Board committees on which the director served.

The general purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to accounting, internal controls, compliance and auditing matters, including:

The Board has determined that Mr. Bromark, Ms. Hobby and Mr. Kapoor qualify as “audit committee financial experts” and that all members of the Audit Committee are independent under applicable SEC and Nasdaq rules. Additional information about the responsibilities of the Audit Committee is set forth in the Audit Committee charter.

The general purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities with respect to executive compensation and human resources matters, including to:

The Compensation Committee may delegate authority to one or more of its members or subcommittees when deemed appropriate and to the extent permissible under its Charter, the Company By-laws and the terms of the applicable plans, laws, rules, regulations and listing standards, provided that the actions of any such members or subcommittees must be reported to the full Compensation Committee no later than at its next scheduled meeting.

The Board has determined that all members of the Compensation Committee are independent under applicable Nasdaq rules. Additional information about the Compensation Committee’s responsibilities is set forth in the Compensation Committee charter. A description of the role of the

compensation consultant retained by the Compensation Committee and the role of executive officers in determining executive compensation is set forth in “Compensation Discussion and Analysis” below.

The general purpose of the Corporate Governance Committee is to assist the Board in fulfilling its responsibilities with respect to our governance, including making recommendations to the Board concerning:

In addition, the Corporate Governance Committee evaluates, in coordination with the Compensation Committee, the performance of the Chief Executive Officer.

The Board has determined that all members of the Corporate Governance Committee are independent under applicable Nasdaq rules. Additional information about the Corporate Governance Committee’s responsibilities is set forth in the Corporate Governance Committee charter.

The general purpose of the Mergers and Acquisitions Committee is to review and assess, and assist the Board in reviewing and assessing, potential acquisitions, strategic investments and divestitures. In addition, the Mergers and Acquisitions Committee oversees management’s activities with

respect to potential acquisitions and divestitures, including due diligence processes.

The Board has determined that all members of the Mergers and Acquisitions Committee are independent under applicable Nasdaq rules.

In accordance with our Corporate Governance Principles, the Board conducts an annual self-assessment of its performance to determine whether the Board and its committees are functioning effectively. As part of this process, each director completes a written questionnaire regarding the effectiveness of the Board and each committee on which the director serves. Additionally, the Chairman of the Board and the Chair of the Corporate Governance Committee coordinate an annual evaluation of the performance of each director. This evaluation

includes an interview by the Chairman of the Board with each director to solicit comments regarding the performance of individual directors, as well as an interview by the Chair of the Corporate Governance Committee with each director to solicit comments regarding the performance of individual directors and the Chairman of the Board. Feedback received in response to the written questionnaires and during the interviews is discussed at Board and committee meetings to address any significant issues raised.

The Corporate Governance Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Corporate Governance Committee will take into consideration the factors specified in our Corporate Governance Principles, as well as the current needs of the Board and the qualifications of the candidate. The Corporate Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that those shares have been held. To recommend a candidate for consideration by the Corporate Governance Committee, a

stockholder must submit the recommendation in writing, including the following information:

Recommendations and the information described above should be sent to the Corporate Secretary at CA, Inc., 520 Madison Avenue, New York, New York 10022.

Once a person has been identified by the Corporate Governance Committee as a potential candidate, the Corporate Governance Committee may: collect and review publicly available information regarding the person to assess whether the person should be considered further; request additional information from the candidate and the proposing stockholder; contact references or other persons to assess the candidate; and conduct one or more interviews with the candidate. The Corporate Governance Committee may consider that information in light of information regarding any other candidates that the Corporate Governance Committee may be evaluating at that time, as well as any relevant director search criteria. The evaluation process generally does not vary based on whether a candidate is recommended by a stockholder;

however, as stated above, the Corporate Governance Committee may take into consideration the number of shares held by the recommending stockholder and the length of time that those shares have been held.

In addition to recommending director candidates to the Corporate Governance Committee, stockholders may also nominate candidates for election to the Board at the annual meeting of stockholders. See “Advance Notice Procedures for Our 2019 Annual Meeting” below, for more information.

In addition to stockholder recommendations, the Corporate Governance Committee may receive suggestions as to nominees from our directors, officers or other sources, which may be either unsolicited or in response to requests from the Corporate Governance Committee for these suggestions. In addition, the Corporate Governance Committee may engage search firms to assist it in identifying director candidates.

The Company values the input of our stockholders on our governance and compensation programs. We hold an advisory vote on executive compensation on an annual basis and the Compensation Committee considers the outcome of each vote, and any comments from stockholders, when reviewing our executive compensation programs each year. At our fiscal year 2017 annual stockholders meeting, over 90% of the votes cast approved, on an advisory basis, our named executive officers’ compensation for fiscal year 2017.

Members of our executive team and investor relations team regularly engage with institutional stockholders throughout the year, providing an opportunity to discuss views around performance, strategy, capital allocation, governance, executive compensation or any other matters. In addition to our ongoing dialogue with some of our largest stockholders, in 2018, we hosted a Financial Analyst Meeting that provided broader access across our stockholder base to a number of our executives.

In 2018, we also initiated a more robust governance-focused stockholder engagement program whereby we reached out to stockholders collectively owning approximately 56% of our total outstanding shares as of March 31, 2018. As of June 15, 2018, we engaged with stockholders collectively owning approximately 37% of our total outstanding shares as of March 31, 2018 (including discussions with Careal Property Group AG, which owns approximately 25% of our total outstanding shares as of March 31, 2018).

We expect to utilize stockholder engagement opportunities, among other things, to engage in continuous dialogue and solicit feedback on our governance and executive compensation programs and related disclosures in the future, and all relevant feedback received during such stockholder outreach is shared with the Board for its consideration.

The Board is interested in receiving communications from stockholders and other interested parties, which would include, among others, customers, suppliers and employees. These parties may contact any member (or members) of the Board or any committee, the non-employee directors as a group, or the Chair of any committee, by mail or electronically. In addition, the Audit Committee is interested in receiving communications from employees and other interested parties, which would include stockholders, customers, suppliers and employees, on issues regarding accounting, internal controls, compliance or auditing matters. Any such correspondence should be addressed to the appropriate person or persons, either by

name or title, and sent by postal mail to the office of the Corporate Secretary at CA, Inc., 520 Madison Avenue, New York, New York 10022, or by email to directors@ca.com.

The Corporate Secretary will forward to the applicable directors each communication received as described above in the preceding paragraph other than: spam and similar junk mail and mass mailings; product complaints, product inquiries and new product suggestions; résumés and other job inquiries; surveys; business solicitations or advertisements; and any communication that is deemed unduly hostile, threatening, illegal or similarly unsuitable.

The Board has adopted a Related Person Transactions Policy, which is a written policy governing the review and approval or ratification of “Related Person Transactions,” as defined in SEC rules.

Under the Related Person Transactions Policy, each of our directors, nominees for director and executive officers must notify the General Counsel and/or the Corporate Secretary of any potential Related Person Transaction involving that person or an immediate family member of that person. The General Counsel and/or the Corporate Secretary will review each potential Related Person Transaction to determine if it is subject to the Related Person Transactions Policy. If so, the transaction will be referred for approval or ratification to the Corporate Governance Committee, which will approve or ratify the transaction only if it determines that the transaction is in, or is not inconsistent with, our best interests and the best interests of our stockholders. In determining whether to approve or ratify a Related Person Transaction, the Corporate Governance Committee may consider, among other things:

The Corporate Governance Committee administers the Related Person Transactions Policy and may review, and recommend amendments to, the Related Person Transactions Policy from time to time.

Since the beginning of fiscal year 2018, there has been one Related Person Transaction.

We engaged an IT-staffing and consulting company to provide software development services from October 2015 through April 2018. The IT-staffing and consulting company in turn engaged Jon Elster, the brother of Adam Elster, our former President, Global Field Operations, as a subcontractor to provide these software development services. As consideration

for those services, we paid the IT-staffing and consulting company $264,000 during fiscal year 2018. We have been advised by the IT-staffing and consulting company that they have paid Jon Elster a significant portion but not the entirety of the fees paid by us under this engagement. The foregoing transaction was approved by the Corporate Governance Committee. Mr. Elster ceased to serve as President, Global Field Operations as of May 3, 2018 and his employment with the Company will end on August 17, 2018.

During fiscal year 2018, there were no compensation committee interlocks and no insider participation in Compensation Committee decisions that were required to be

reported under the rules and regulations of the Securities Exchange Act of 1934, as amended.

As part of our policy against insider trading, our directors, officers and other employees are prohibited from purchasing or selling (1) short-term or speculative securities that are based on Company securities and (2) financial instruments designed to hedge or offset any change in the market value of Company securities. Prohibited instruments include prepaid variable forward contracts, puts or calls and other exchange-traded

options, swaps, collars, exchange funds and other derivative securities. “Short-sales” of Company securities are also prohibited. Pledging of any Company securities by our executive officers and directors is not permitted without the approval of the Chief Executive Officer and the Compensation Committee.

Only our non-employee directors receive compensation for their services as directors. Fees are paid to non-employee directors under our 2012 Compensation Plan for Non-Employee Directors, as amended (the “2012 Plan”). The 2012 Plan also allows the Board of Directors to authorize the payment of additional fees to any eligible director who chairs a committee of the Board or to an eligible director serving as the lead independent director or Chairman of the Board. Currently, each of our non-employee directors receive compensation pursuant to the 2012 Plan.

From time to time, the Board evaluates and establishes the fees payable to non-employee directors. The Board established the current fees in May 2014 and reevaluated the fee structure in 2017. The customary process involved a review of non-employee director compensation by the Corporate Governance Committee and its recommendation of a proposal

to the Board. In conducting its review, the Corporate Governance Committee engaged Willis Towers Watson, compensation consultant to the Compensation Committee, to provide advice regarding design, competitive market data and trends, and other pertinent matters.

All non-employee director fees are paid in the form of deferred stock units, but each non-employee director may elect to receive a portion of his or her director fees in cash. Our Corporate Governance Principles include an aggregate limit of $700,000 on annual non-employee director compensation. We do not have stock ownership requirements for our non-employee directors since, as described below, the deferred stock units are not settled and paid out until termination of service. The following table shows the annual fees for our non-employee directors and the maximum permissible cash election with respect to those fees.

In settlement of the deferred stock units following termination of service, a director receives shares of Common Stock in an amount equal to the number of deferred stock units in the director’s deferred compensation account. The deferred stock units are settled, at the election of the director, by delivery of shares of Common Stock either in a lump sum or in up to 10 annual installments beginning on the first business day of the calendar year after termination of service.

To further our commitment to support charities, directors may participate in our Matching Gifts Program. Under this program, we match contributions by directors up to an aggregate amount

of $25,000 per fiscal year by a director to charities approved by us. Upon the mandatory retirement of a director in accordance with our Director Retirement Policy, we also make a one-time donation of $10,000 to a charity specified by the retiring director.

We also provide directors with, and pay premiums for, director and officer liability insurance and we reimburse directors for reasonable expenses incurred for Company business, such as traveling to and from Board meetings.

On the recommendation of the Corporate Governance Committee, the Board has nominated the persons listed below for election as directors at the annual meeting, each to serve until the next annual meeting and until his or her successor is duly elected and qualified, or until such individual’s earlier resignation, removal or death. All nominees are incumbent directors who were elected by stockholders at the 2017 annual meeting except for Jean M. Hobby, who was appointed to the Board in February 2018, and Nancy A. Altobello, who is being nominated by the Board for election at the annual meeting of stockholders.

Arthur F. Weinbach, having reached the mandatory retirement age under the Company’s Corporate Governance Principles, is not standing for reelection at the annual meeting. In addition, after more than thirteen years of service, Laura S. Unger is retiring from the Board at the annual meeting and will not stand

for reelection. The number of directors is currently fixed at eleven. Upon the retirements of Arthur F. Weinbach and Laura S. Unger, and effective upon the election of directors at the annual meeting, the size of the Board will be reduced to ten members.

If at the time of the annual meeting, any of the nominees named below is not available to serve as a director (an event that the Board does not anticipate), all the proxies granted to vote in favor of that director’s election will be voted for the election of any other person or persons that the Board may nominate.

Our policy, set forth in our Corporate Governance Principles, is that directors and nominees should attend our annual meetings of stockholders. Eight of our ten directors then in office attended the 2017 annual meeting of stockholders.

Under our majority voting standard for uncontested elections of directors, a director nominee will be elected only if the number of votes cast “for” exceeds the number of votes “against” the director’s election. In contested elections, the plurality voting standard will apply, under which the nominees receiving the most votes will be elected regardless of whether those votes constitute a majority of the shares voted at the meeting. Under

our Corporate Governance Principles, if a director does not receive more votes “for” than votes “against” at an annual meeting of stockholders, generally the Board will have 90 days from the certification of the vote to accept or reject the individual’s irrevocable resignation that all incumbent directors are required to submit before the mailing of the Proxy Statement for the annual meeting of stockholders.

The Board and the Corporate Governance Committee each strive to ensure that the Board is composed of engaged, independent directors with diverse backgrounds, who are committed to representing the long-term interests of our stockholders. Our directors are expected to possess the highest

personal and professional ethics, integrity and values. They must have an inquisitive and objective perspective, practical wisdom and mature judgment, and be willing and able to devote sufficient time to fulfill their responsibilities to us and our stockholders.

The Board does not have a formal policy with respect to diversity. However, the Board and the Corporate Governance Committee each believe that it is essential that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and

backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of the Company’s stockholders.

The Board and the Corporate Governance Committee have a board renewal philosophy based on the belief that it is important to have experienced directors with a deep understanding of the Company’s business as well as directors

who bring fresh perspectives to the Board. The Board’s ongoing refreshment efforts and proactive assessment of its collective skills, experience and expertise have resulted in the recruitment of four new independent directors since 2011. Five of the ten

director nominees have between five and ten years of service on the Board. The Board and the Corporate Governance Committee believe that this balance of experience, continuity and refreshment helps the Board most effectively serve the Company and its stockholders.

The Corporate Governance Committee coordinates and assists the Board in the recruitment of new directors.

In their efforts to identify potential director candidates, the Board and the Corporate Governance Committee consider:

As a means to ensure orderly Board succession, the Board adopted Corporate Governance Principles that require that:

Arthur F. Weinbach, having reached the mandatory retirement age under the Company’s Corporate Governance Principles, is not standing for reelection at the annual meeting. In addition, after more than thirteen years of service, as part of the Board’s and Corporate Governance Committee’s succession planning, Laura S. Unger is retiring from the Board at the annual meeting and will not stand for reelection. The Board expresses its deep gratitude to Mr. Weinbach and Ms. Unger for their significant contributions to the Company during their many years of dedicated service on the Board.

The number of directors is currently fixed at eleven. Upon the retirements of Arthur F. Weinbach and Laura S. Unger, and effective upon the election of the directors at the annual meeting, the size of the Board will be reduced to ten members.

The Board is nominating one new director candidate for election at the annual meeting: Nancy A. Altobello. Ms. Altobello was identified as a potential director by a third-party director search firm engaged by the Corporate Governance Committee. For more information on the experience, skills and qualifications of Ms. Altobello and the other director nominees, please see “Biographical Information and Qualifications of Director Nominees” below.

All director nominees other than the Chief Executive Officer are independent. Below are highlights of the composition of our director nominees:

Set forth below are each nominee’s name, age, principal occupation for at least the last five years and other biographical information, including the year in which each was first elected a director of the Company. In addition, the biographies discuss

the particular experience, qualifications, attributes and skills of the director that, in light of the Company’s business and structure, led the Board to conclude that the individual should serve on the Board of the Company.