Date of report (Date of earliest event reported): June 7, 2022
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
0-24429
13-3728359
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
300 Frank W. Burr Blvd.
Teaneck, New Jersey07666
(Address of Principal Executive Offices including Zip Code)
(201) 801-0233
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K 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
Class A Common Stock,
$0.01 par value per share
CTSH
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders (the “Annual Meeting”) on Tuesday, June 7, 2022. At the close of business on April 11, 2022, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 521,171,196 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 481,380,408 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 92% of the Company’s outstanding shares of Class A Common Stock as of the Record Date.
The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2022.
At the Annual Meeting, all of the directors were re-elected, Proposals 2 and 3 were approved and Proposal 4 was not approved.
Proposal 1. Election of Directors
The vote with respect to the election of directors was as follows:
For
Against
Abstain
Broker Non-Votes
Zein Abdalla
451,583,271
5,952,498
378,001
23,466,638
Vinita Bali
447,889,396
9,657,624
366,750
23,466,638
Maureen Breakiron-Evans
436,352,329
21,192,589
368,852
23,466,638
Archana Deskus
446,014,483
11,531,596
367,691
23,466,638
John M. Dineen
455,793,041
1,614,089
506,640
23,466,638
Brian Humphries
456,829,349
723,436
360,985
23,466,638
Leo S. Mackay, Jr.
424,289,405
33,252,454
371,911
23,466,638
Michael Patsalos-Fox
444,097,595
13,451,349
364,826
23,466,638
Stephen J. Rohleder
457,064,984
473,803
374,983
23,466,638
Joseph M. Velli
442,756,109
14,761,369
396,292
23,466,638
Sandra S. Wijnberg
421,214,742
36,327,859
371,169
23,466,638
Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay)
The advisory vote on the compensation of the Company’s named executive officers was as follows:
For
Against
Abstain
Broker Non-Votes
413,242,579
44,218,239
452,952
23,466,638
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was as follows:
The vote with respect to the shareholder proposal requesting that the board of directors take action as necessary to to amend the Company's special shareholder meeting rights was as follows:
For
Against
Abstain
Broker Non-Votes
38,163,753
419,438,461
311,556
23,466,638
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:
/s/ John Kim
Name:
John Kim
Title:
Executive Vice President, General Counsel and Chief Corporate Affairs Officer
