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Published: 2023-06-12 17:13:00 ET
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ctsh-20230606
0001058290TrueTo correct the File No. of the Company’s Registration Statement on Form S-8 referenced in the description of Exhibits 10.1 and 10.2 included in Item 9.01 of the Original Filing.00010582902023-06-062023-06-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 6, 2023
Cognizant.jpg
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware0-2442913-3728359
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
300 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock,
$0.01 par value per share
CTSHThe 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. ☐


Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Cognizant Technology Solutions Corporation (the “Company”) on June 9, 2023 (the “Original Filing”) solely to correct the File No. of the Company’s Registration Statement on Form S-8 referenced in the description of Exhibits 10.1 and 10.2 included in Item 9.01 of the Original Filing. No other changes have been made to the Original Filing.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.     Description

10.1     Cognizant Technology Solutions Corporation 2023 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on June 6, 2023 (File No. 333-272444)).

10.2    First Amendment to the Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan (As Amended and Restated Effective as of January 1, 2022) (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed on June 6, 2023 (File No. 333-272444)).

104     Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


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
 


Date: June 12, 2023