Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Cognizant Technology Solutions Corp.Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Table of Contents

Table of Contents

Table of Contents

The Cognizant Cultural ValuesTechnology Solutions Corporation

Table of Contents

		LETTER FROM THE CHAIRMAN AND CEO
John E. Klein				Francisco D’Souza

April 20, 2017

To Our Stockholders:

We are pleased tocordially invite you to attend our 20172018 Annual Meeting of Stockholders, which will be held at the Teaneck Marriott atGlenpointe,at Glenpointe, 100 Frank W. Burr Blvd., Teaneck, New Jersey 07666, on Tuesday, June 6, 2017,5, 2018, at 9:8:30 a.m. Eastern Time.

ThereThe digital marketplace is evolving quickly, with both exponential technical progress and an ever increasing rate of change. This context underscores why it is so important for Cognizant to have been a numberdiverse, fully engaged, and forward-looking board whose members bring deep knowledge of developments with the Company sincemany disciplines that are central to the company’s long-term growth. We have made a point of significantly refreshing our board, adding five independent directors over the last annual meeting that we would like to highlight for you. In termsthree years. These individuals are providing expertise in key enabling digital technologies, healthcare, corporate governance, and other areas.

Our newest director, Joseph M. Velli, joined the board last December. Mr. Velli served previously as Senior Executive Vice President and a member of financials, we completed 2016 with revenue at a record $13.5 billion (8.6% higher thanthe Senior Policy Committee of The Bank of New York (now BNY Mellon). His significant experience in 2015). Net income was $1.6 billion. GAAP diluted earnings per share was $2.55 (down 3.8% from 2015), which included the tax costs of $0.39 per share on a cash remittance of $2.8 billion by our principal operating subsidiary in India that increased, after tax, our cash holdings outside of India, including an additional $1.0 billioncreating, building and leading large-scale, technology and software platform businesses in the U.S. Our non-GAAP diluted earnings per share increased by 10.4%financial services industry is highly relevant to $3.39.¹

As we noted last year, our customers have been facing a dual mandate. They mustrun better– operating with greater efficiency, productivity and flexibility. At the same time, they mustrun different– embracing innovation and reinventing their business to compete in today’s dynamic digital world. To address these seismic changes, we realigned the Company’s horizontal teams in the second halfcompany’s continuing expansion of 2016 into three digital practice areas that span the various business segments – Digital Business, Digital Operations and Digital Systems and Technology.

Our many talented associates around the world continue to work with clients to help them win in the digital economy by applying technology and analytics to drive sustainable growth, deploying systems of intelligence to automate and improve core business processes, and improving technology systems by deploying cloud and cyber security solutions and as-a-service models to make them simpler, more modern and secure. Digital revenue in 2016 grew well above Company average. We fully anticipate this trend – growth weighted toward digital – to accelerate in 2017 and beyond.

In the last year we have also been actively engaged with many of our stockholders, particularly focused on driving long-term stockholder value. Within this context, we developed and announced in February 2017 a comprehensive plan to accelerate our shift to digital services and solutions for banking and further enhance stockholder value. Key elements ofother clients.

We extend our deep gratitude to Robert E. Weissman, who retired from the plan are:

Our commitment to good corporate governance has also never been stronger. Following the addition of one new director in each of 2015 and 2016, our ongoing Board refreshment continued with the welcoming of two new directors, Betsy S. Atkins and John M. Dineen, in April 2017. Ms. Atkins brings extensive leadership, corporate governance and digitization experience from her years leading several successful companies, including Baja Corp., a venture capital investment firm she co-founded in 1994, and serving on numerous boards across a range of global industries. Mr. Dineen brings operating and leadership experience from his 28 years in senior and executive roles with General Electric, most recently as CEO of GE Healthcare. We also thank directors Lakshmi Narayanan and Thomas M. Wendel, who are not standing for reelection this year, for their manyboard last December after 16 years of service to the company, its employees and stockholders. Instrumental in Cognizant’s formation, Mr. Weissman not only made our board stronger, he also helped to lead the company at every stage of its evolution through its current position of market leadership.

Cognizant operates with a commitment to align pay with performance to motivate and reward achievement of sustained strong financial and operational results. To that end, Cognizant’s executive officer total direct compensation packages, which consist of base salary, an annual cash incentive, and stock-based awards, reflect our strategic counselplan to drive higher levels of profitability while maintaining continued revenue growth. Accordingly, in 2017 the Compensation Committee shifted the weighting of non-GAAP EPS¹as a performance measure to 50% for performance stock unit awards, with revenue accounting for the other 50%. (In 2016 the weighting was 25% non-GAAP EPS/75% revenue.)

Cognizant seeks to be a responsible and their rolesengaged corporate citizen, including in helping makethe communities in which it operates. We believe that the digital marketplace should create opportunities for all. Recognizing how often technological progress leaves some people behind, Cognizant has long believed that it has an obligation to enable a broader range of people to have the leader itscience, technology, engineering, and math (STEM) education and skills they need to thrive in today’s digital era. To augment its global STEM education efforts, which go back more than a decade, in February 2018 the company announced its intent to form Cognizant U.S. Foundation. This 501(c)(3) non-profit organization, to be established with an initial grant of $100 million, will support STEM and digital education and skills training for U.S. workers and students. This initiative is today.but one example of the company’s resolve to perform with purpose.

We hopeencourage you will take the time to read further about the above and other matters, including those to be voted on at the annual meeting, in the enclosed Notice of 2018 Annual Meeting and Proxy Statement. These materialsStatement, which include instructions on how to vote your shares by proxy and/or attend the meeting and vote in person. Whether or not you plan to attend the meeting in person, we urge you to promptly vote and submit your vote by proxy following the instructions provided in the Notice of Meeting and Proxy Statement.

We thank you for your continued support.

Sincerely,

		John E. Klein				Francisco D’Souza
		Chairman of the Board of Directors				Chief Executive Officer

2018 Proxy Statement

Table of Contents

To Our Stockholders:

You are invited to attend the 20172018 Annual Meeting of Stockholders (the “Annual Meeting”) of Cognizant Technology Solutions Corporation (“Cognizant” or the “Company”). This notice includes important information about the meeting.

AGENDAAgenda

1.	Elect Zein Abdalla, Betsy S. Akins, Maureen Breakiron-Evans, Jonathan Chadwick, John M. Dineen, Francisco D’Souza, John N. Fox, Jr., John E. Klein, Leo S. Mackay, Jr., Michael Patsalos-Fox and Robert E. WeissmanJoseph M. Velli as Directors to serve until the 20182019 Annual Meeting of Stockholders. See page 10.
			The Board recommends a voteFOReach Director nominee.
	See page 10.
2.	Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. See page 22.
		The Board recommends a voteFORthis proposal.  See page 26.
3.	Approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. See page 22.
		The Board recommends that you vote1 YEAR on this proposal.
4.	Approve the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. See page 40.
		The Board recommends a voteFOR this proposal.
5.	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. See page 47. 2018.
		The Board recommends a voteFORthis proposal.  See page 44.
	Approve an amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan.				The Board recommends a voteFORthis proposal.  See page 47.
6.	Consider a stockholder proposal requesting that the Board of Directors take the steps necessaryApprove three separate proposals to eliminate the supermajority voting requirements in the Company’s Certificate of Incorporation with respect to:				The Board recommends a voteFOReach of these proposals.  See page 52.
	(a)	Amending the Company’s By-laws;
	(b)	Removing directors; and
	(c)	Amending certain provisions of the Company’s Certificate of Incorporation and By-laws, if properly presented at the Annual Meeting. See page 50.
Incorporation.		The Board recommends a voteFOR this proposal.
7.	Consider a stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent if(if properly presented at the Annual Meeting. See page 51. presented).
		The Board recommends a voteAGAINSTthis proposal.  See page 56.
	Consider a stockholder proposal requesting that the Board of Directors take the steps necessary to lower the ownership threshold for stockholders to call a special meeting (if properly presented).				The Board recommends a voteAGAINSTthis proposal.  See page 58.

Stockholders also will transact such other business as may properly come before the Annual Meeting.

By Order of the Board of Directors,

LOGISTICSLogistics

		Use the Internet Vote over the Internet at www.proxyvote.com.
		Call Toll-Free Vote by telephone by calling 800-690-6903.
		Mail Your Proxy Card Vote by signing, dating and returning the proxy card.
		In Person Follow the advance registration instructions under “Who can attend the Annual Meeting of Stockholders”Meeting” on page 55.63.
Q&A Who can vote at the Annual Meeting? Stockholders as of our record date, April 10, 2017. How many shares are entitled to vote? 588,995,145 shares of common stock. May I change my vote? Yes, by delivering a new proxy with a later date, revoking your proxy, or voting in person at the Annual Meeting. How many votes do I get? One vote on each proposal for each share you held as of April 10, 2017. Where can I find more information? See “Additional Information” on page 54.

Q&A

Who can vote at the Annual Meeting?
Stockholders as of our record date, April 9, 2018.

How many shares are entitled to vote?
585,898,388 shares of common stock.

May I change my vote?Yes, by delivering a new proxy with a later date, revoking your proxy, or voting in person at the Annual Meeting.

How many votes do I get?One vote on each proposal for each share you held as of April 9, 2018.

Where can I find more information?
See “Additional Information” on page 61.

Our Proxy Statement and 20162017 Annual Report are available atwww.proxyvote.com.

By Order of the Board of Directors,

Matthew W. Friedrich
Secretary
Teaneck, New Jersey
April 20, 2018

Cognizant Technology Solutions Corporation

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights certain information in this proxy statement. Please read the entire proxy statement carefully before voting. We intend to make this proxy statement available to our stockholders on or about April 20, 2017.

2018.

VOTING ROADMAPCORPORATE GOVERNANCE

PROPOSALProposal 1
Election of Directors
●Elect the 11 Director nominees named below to serve as Directors until the 20182019 Annual Meeting.
	●Our nominees are experienced professionals who have the right mix of skills, qualifications and business acumen to lead the Company.
		The Board recommends a voteFOReach Director nominee named below.		See page 10 for further information

Director Nominees

	Name and Primary Occupation				Director Since		Other Public Company Boards		Committee Membership
		Zein Abdalla			2015		The Board recommends a voteFOR each Director nominee named below.

TJX Companies

AC

CC

FPC

GC

Former President of PepsiCo

Director NomineesBetsy S. Atkins

2017

Schneider Electric

AC

CC

FPC

GC

CEO and Founder of Baja Corp.

SL Green Realty

Wynn Resorts

Maureen Breakiron-Evans

2009

Ally Financial

$AC

CC

FPC

GC

Former CFO of Towers Perrin

Cubic Corporation

Jonathan Chadwick

2016

F5 Networks

$AC

CC

FPC

GC

Former CFO and COO of VMware

ServiceNow

John M. Dineen

2017

Merrimack Pharmaceuticals

AC

CC

FPC

GC

Former President and CEO of GE Healthcare

Francisco D’Souza

2007

General Electric

AC

CC

FPC

GC

CEO of Cognizant

John N. Fox, Jr.

2007

VASCO Data Security International

AC

CC

FPC

GC

Former Vice Chairman of Deloitte & Touche and Global Director, Strategic Clients of Deloitte Consulting

John E. Klein

1998

AC

CC

FPC

GC

Chairman of Cognizant and President and CEO of Polarex

Leo S. Mackay, Jr.

2012

AC

CC

FPC

GC

SVP, Internal Audit, Ethics and Sustainability of Lockheed Martin Corporation

Michael Patsalos-Fox

2012

AC

CC

FPC

GC

Former CEO of Stroz Friedberg and Former Chairman, the Americas and Senior Partner of McKinsey & Company

Joseph M. Velli

2017

Computershare

AC

CC

FPC

GC

Former Senior EVP of The Bank of New York

Paychex

				Director Since	Independent Director	Other Public Boards	Committee Membership
		Name and Primary Occupation					AC	CC	GC
		Zein Abdalla
		Retired President of PepsiCo, Inc.		2015		1	●		●
		Betsy S. Atkins
		CEO and Founder of Baja Corp.		2017 NEW		3
		Maureen Breakiron-Evans
		Former CFO of Towers Perrin		2009		2			●
		Jonathan Chadwick
		Former CFO and COO of VMware, Inc.		2016		2	●
		John M. Dineen
		Former President and CEO of GE Healthcare		2017 NEW		1
		Francisco D’Souza
		CEO of Cognizant		2007		1
		John N. Fox, Jr.
		Former Vice Chairman of Deloitte & Touche, LLP and Global Director, Strategic Clients of Deloitte Consulting		2007		1			●
		John E. Klein
		Chairman of Cognizant and President and CEO of Polarex, Inc.		1998		0	●	●	●
		Leo S. Mackay, Jr.
		SVP, Internal Audit, Ethics and Sustainability of Lockheed Martin Corporation		2012		0	●
		Michael Patsalos-Fox
		Former CEO of Stroz Friedberg and Former Chairman, the Americas and Senior Partner of McKinsey & Company		2012		0		●
		Robert E. Weissman
		Chairman of Shelburne Investments and Retired Chairman and CEO of The Dun & Bradstreet Corporation		2001		0		●	●

AC		Audit Committee	FPC	Financial Policy Committee		Committee Chair
CC		Compensation Committee	GC	●Governance Committee		Committee Member
GC		Governance Committee			$	AC Financial Expert

Leadership

Global Business Experience

Tech/Consulting Services

Technology

Financial

Operational

20172018 Proxy Statement   1

---

Table of Contents

Proxy Statement Summary

Board Snapshot

Director Nominee Experience

11 (100%) Leadership		11 (100%) Global Business Experience		4 (36%) Consulting
				Leadership11 (100%) Global Business Experience11 (100%) Tech/Consulting Services4 (36%) 10(91%) Technology10 (91%) Financial11 (100%) Operational10 (91%) Cognizant Policy:Create an experienced Board with expertise in areas relevant to the Company. Strong Director Engagement 10(91%) Financial 10(91%) Operational Cognizant Policy:Create an experienced Board with expertise in areas relevant to the Company. Director Nominee Tenure	Board Refreshment
Average Director nominee attendance at 2017 meetings Board100% Audit Committee98% Compensation Committee100% Financial Policy Committee100% Governance Committee100%	0-2 Years 3-5 Years  Median: 5  6-10 Years >10 Years
Cognizant Policy:Director nominees must be committed to regularly attend and participate in meetings of the Board and its committees.	Cognizant Policy:Have a balanced mix of both deep Company and industry knowledge and fresh perspective.	Strong Director EngagementCognizant Policy: Overall attendance at 2016 meetings Annually review each director’s continuation on the Board Refreshmentand seek out new director candidates as needed to ensure that the backgrounds, qualifications and diversity of the Directors as a group provide a significant breadth of experience, knowledge and abilities.
Corporate Governance Highlights Board of Directors ● Majority of independent directors (10 of 11) ● Separate Chairman and CEO positions since 2003 ● Majority voting in director elections ● Directors limited to service on 5 public company boards (3 for a public company CEO), including the Company ● Annual review of skills, expertise and characteristics of individual Board members as part of overall analysis of Board composition ● A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign Strategy and Risk  ●Board actively reviews the development and execution of Company strategy, financial risks and risks related to security, including with respect to data / cyber security, and executive leadership development and succession planning, including an emergency succession plan for the CEO ●Audit Committee oversees overall risk management framework and processes, risks related to accounting and internal controls and various enterprise risks, including supporting the full Board with respect to security risks ●Compensation Committee oversees risks related to compensation policies and practices ●Financial Policy Committee oversees risks related to operating margins and the execution of the Company’s margin improvement plan, capital structure and allocation ●Governance Committee oversees risks related to the Board governance structure and processes and supports the full Board with respect to executive leadership development and succession planning, including an emergency succession plan for the CEO Board of Directors ●Majority of independent directors (10 of 11)  ●Separate Chairman and CEO positions since 2003  ●Majority voting in director elections  ●Directors limited to service on no more than 4 other public company boards (2 in the case of a public company CEO) ●Annual review of skills, expertise and characteristics of individual Board members as part of overall analysis of Board composition  ●A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign  ●Regular executive sessions of independent directors  ●Annual Board and committee self-assessments  ●Consideration of Board diversity in director selection Stockholder Rights and Engagement  ●Annual director elections / no classified board ●Proxy access ●Stockholders right to call special meeting  ●Annual vote to ratify selection of independent registered public accounting firm  ●No poison pill ● Regular executive sessions of independent directors ● Annual Board and committee self-assessments ● Consideration of Board diversity in director selection Stockholder Rights and Engagement 2   Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary COMPENSATION ● Annual director elections ● No classified Board ● Proxy access ● Stockholders right to call special meeting ● Annual vote to ratify selection of independent registered public accounting firm ● No poison pill ● Board support for stockholder proposal regarding elimination of supermajority voting provisions Strategy and Risk ● Board actively reviews the development and execution of Company strategy ● Board oversight and responsibility for risk management, including ● Enterprise risks, including cyber security, overall risk management framework and risks related to the financial statements overseen by the Audit Committee ● Risks related to compensation policies and practices overseen by the Compensation Committee ● CEO succession planning and other corporate governance risks overseen by the Board with the assistance of the Governance Committee 2     Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary PROPOSALS 2 AND 3 ADVISORY VOTES ON EXECUTIVE COMPENSATION (SAY-ON-PAY) AND FREQUENCY OF FUTURE SAY-ON-PAY VOTES (SAY-ON-FREQUENCY) ●Our executive compensation program reflects our commitment to paying for performance. Holding the vote annually gives stockholders the opportunity to provide direct and frequent feedback on our compensation philosophy, policies and procedures. See page 22 for further information The Board unanimously recommends a voteFOR the approval, on an advisory (non-binding) basis, of our executive compensation. The Board also unanimously recommends that you vote1 YEAR on the frequency of future advisory votes on executive compensation. Proposal 2 Advisory Vote on Executive Compensation (Say-on-Pay) ●Our executive compensation program is designed to incentivize management to achieve the Company’s objectives of revenue growth, profitability, cash flow and total return to stockholders. The Board unanimously recommends a vote FORthe approval, on an advisory (non-binding) basis, of our executive compensation. See page 26 for further information Executive Compensation Program Highlights Key Program Features What We Do What We Don’t Do  Pay for performance, with high percentages of performance-based and long-term equity compensation See page 29  No hedging or speculation with respect to Cognizant securities See page 35  Use appropriate peer groups and market data when establishing compensation See page 28  No short sales of Cognizant securities See page 35  Retain an independent external compensation consultant See page 28  No margin accounts with Cognizant securities See page 35  Set significant stock ownership requirements for executives See page 34  No pledging of Cognizant securities See page 35  Maintain a strong clawback policy See page 35  No tax “gross ups” on severance benefits See page 36  Utilize “double trigger” change in control provisions in plans See page 42     Executive Compensation Program Highlights Key Program Features What We Do See Page No. ✓ Pay for performance 25 ✓ Use appropriate peer groups when establishing compensation 24 ✓ Retain an independent external compensation consultant 24 ✓ Set significant stock ownership guidelines for executives 30 ✓ Include a clawback policy in our incentive plans 31 ✓ Utilize “double trigger” provisions for plans that contemplate a change in control 38 What We Don’t Do See Page No. ✕ No hedging or speculation with respect to Cognizant securities 30 ✕ No short sales of Cognizant securities 30 ✕ No margin accounts with Cognizant securities 30 ✕ No tax “gross ups” on severance benefits 32 Program Objectives The Compensation Committee has designed the executive compensation program for our NEOs to meet the following objectives: ● Ensure executive compensation is aligned with our corporate strategies and business objectives and that potential realizable compensation is set relative to each executive’s level of responsibility and potential impact on our performance; ● A substantial portion of an executive officer’s compensation is subject to achieving both short-term and long-term performance objectives that enhance stockholder value; ● Reinforce the importance of meeting and exceeding identifiable and measurable goals through superior awards for superior performance; ● Provide total direct compensation that is competitive in markets in which we compete for management talent in order to attract, retain and motivate the best possible executive talent; ● Provide an incentive for long-term continued employment with our Company; and ● ●Ensure executive compensation is aligned with our corporate strategies and business objectives and that potential realizable compensation is set relative to each executive’s level of responsibility and potential impact on our performance; ●Tie a substantial portion of executive officer compensation to achieving both short-term and long-term performance objectives that enhance stockholder value; ●Reinforce the importance of meeting and exceeding identifiable and measurable goals through superior awards for superior performance; ●Provide total direct compensation that is competitive in markets in which we compete for management talent in order to attract, retain and motivate the best possible executive talent; ●Provide an incentive for long-term continued employment with our Company; and ●Reinforce our desired culture and unique corporate environment by fostering a sense of ownership, urgency and overall entrepreneurial spirit. Company Performance and Impact on Compensation Program The Compensation Committee set 2017 executive compensation in March 2017, except with respect to Mr. Friedrich, who joined the Company in May 2017. The Compensation Committee’s decisions with respect to 2017 executive compensation were primarily based on: ●The Company’s performance during 2017, 2016 and in previous years, including relative to its industry; ●Anticipated and desired Company performance for 2017 and 2018 based on Company and industry projections and Company goals; ●Individual executive performance and responsibility; and ●The market for executive talent. The Compensation Committee believes that the design of the compensation program, including having the appropriate mix of compensation elements and performance metrics and targets, has a significant impact on driving Company performance. ●The performance by the Company in 2015, 2016 and 2017 across the performance metrics and targets selected by the Compensation Committee is set forth under “Aligning Pay with Performance.”  See page 6 for further information ●Details of the compensation elements and performance by the Company in 2015, 2016 and 2017 against each of the performance-based compensation elements is set forth under “2017 Compensation Structure.”  See page 4 for further information 2018 Proxy Statement   3 Table of Contents Proxy Statement Summary 2017 Compensation Structure The Compensation Committee makes decisions on executive compensation from a total direct compensation perspective. Each element is considered by the committee in meeting one or more compensation program objectives. The following chart illustrates the balance of elements of 2017 target total direct compensation for our CEO and other NEOs, as described in this proxy statement. Base Salary Stable source of cash income at competitive levels 2017 Proxy Statement      3 Table of Contents Proxy Statement Summary 2016 Compensation StructureAnnual Cash Incentive (ACI) ■ Base Salary Stable source of cash income at competitive levels ■ Annual Cash Incentive / Cash Bonus Annual cash incentive for Mr. D’Souza, Mr. Mehta and Ms. McLoughlin to motivate and reward achievement of Company financial and operational objectives Weighting Measurement Period Target Compensation Measurement Period Target Compensation 1 year (2017) 85% of base salary Revenue 1 year 85% of base salary Payout Range Historical ACI award achievements by year 2015 2016 2017 142.0% 79.8% 114.8% Performance Stock Units (PSUs) Non-GAAP Income from Operations Days Sales Outstanding (DSO) Historical Annual Cash Incentiveaward achievements by year 2014       2015       2016 96.2% 142.0% 79.8% Cash bonus for Mr. Chintamaneni and Mr. Sinha based on achievement of business unit and/or overall business goals and expanded responsibilities in 2016 ■ Performance Stock Units (PSUs) Annual grant of performance stock units that reward achievement of Company financial objectives, continued service and long-term performance of our common stock Measurement Period Vesting 2 years (2017-2018) 1/3rd at 30 months 2/3rds at 36 months Vesting Range Weighting1 Measurement Period Vesting Revenue 2 years 1/3rd at 30 months Vesting Range Historical PSU achievements by performance measurement period 20151 20162 2016/172 122.9% 38.2% 85.5% Restricted Stock Units (RSUs) 2/3rds at 36 months Non-GAAP EPS Historical PSU achievements byperformance measurement period 20141       20151       2016 86.1%   122.9% 38.2% Weighting for 2017 awards– 50% Revenue; 50% non-GAAP EPS ■ Restricted Stock Units (RSUs) Annual grantsGrants of restricted stock units to reward continued service and long-term performance of our common stock Grants Annually for Mr. D’Souza (CEO), Mr. Mehta and Ms. McLoughlin; every 3 years for Mr. Chintamaneni and Mr. Friedrich VestingQuarterly over 3 years 2017 Target Annual Compensation Mix Note: The above presentation seeks to provide a view of 2017 total direct compensation as reviewed by the Compensation Committee. As such, it uses grant date share prices for RSUs and PSUs and the target level of achievement for the ACI and PSUs. The above presentation excludes additional grants of RSUs and PSUs to Mr. Mehta and Mr. Chintamaneni made in connection with the expansion of their roles in 2016 and the signing bonus and grants of RSUs and PSUs to Mr. Friedrich upon his joining the Company in 2017. 1 Weighting was 100% revenue for the 2015 performance measurement period. 2 Weighting was 75% revenue and 25% non-GAAP EPS for the 2016 and 2016/17 performance periods. 4   Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary 2017 Target Direct Compensation of Our Named Executive Officers Q4Francisco D’Souza CEO Committee Assessment 3% overall increase in target direct compensation vs. 2016 to Q1reflect general market trends Compensation Decisions for 2017 Target Direct Compensation– $12,232,013 ●Set close to median but weighted more heavily towards equity compensation vs. Company peer group, providing the opportunity for higher realized compensation based on Company performance ●~0% change in base salary or annual cash incentive from 2016 ●Annual PSU and RSU grants increased by 3% from 2016 Rajeev Mehta President Committee Assessment 3% overall increase in target direct compensation vs. 2016 annual target direct compensation after a 14% increase upon his promotion to President in September 2016 Compensation Decisions for 2017 Target Direct Compensation– $6,816,724 ●No changes in base salary or annual cash incentive from September 2016 ●Annual PSU and RSU grants increased by 3% and 4%, respectively, from 2016 Additional grants of PSUs ($898,775) and RSUs ($599,160), not included in target direct compensation, made in 2017 in connection with his promotion to President in 2016 Karen McLoughlin CFO Committee Assessment 8% overall increase in target direct compensation for 2017 to align compensation to market Compensation Decisions for 2017 Target Direct Compensation– $3,930,130 ●Base salary and annual cash incentive increased by 17% from 2016 ●Annual PSU and RSU grants increased by 5% and 6%, respectively, from 2016 Ramakrishna Prasad Chintamaneni EVP and President, Global Industries and Consulting Committee Assessment Target direct compensation increased 31% at the time of his promotion to his current role in December 2016; no further changes made in 2017 Compensation Decisions for 2017 Target Direct Compensation– $3,099,236 ●No changes in base salary and annual cash incentive from December 2016 ●Annual grant timing changeof PSUs ($1,041,603) ●RSUs – $1,178,883 in grant date fair value targeted to vest annually; grants made in multiple once-every-three-year reloads Matthew W. Friedrich EVP, General Counsel, Chief Corporate Affairs Officer and Secretary Committee Assessment Overall compensation package based on market data for public company general counsels; signing bonus and equity grants provided additional incentives for joining the Company in May 2017 Compensation Decisions for 2017 Target Direct Compensation– $2,723,968 ●Base salary of $525,000 and annual cash incentive of 85% of base salary ●Annual grant of PSUs ($751,166) ●RSUs – $1,001,552 in grant date fair value targeted to vest annually as part of a once-every-three year grant Signing bonus ($500,000) and grants of PSUs ($500,778) and RSUs ($1,251,941), not included in target direct compensation, made upon his joining the Company 2017 Compensation (in thousands) Name and Principal Position     Year      Salary       Cash Bonus       Annual Cash Incentive       PSU       RSU      All Other Pension and Deferred Comp.       All Other Comp.       SEC Total       Adjusted SEC Total 1  Francisco D’Souza CEO 2017 $ 669 —         $ 648 $  7,220 $  3,774 —    $  167 $  12,478    $  12,478 2016 $ 664 — $ 450 $ 7,019 — 1  — $ 123 $ 8,257 $ 12,031 Rajeev Mehta President 2017 $ 630 — $ 615 $ 4,604 $ 2,545 — $ 56 $ 8,450 $ 8,450 2016 $ 574 — $ 389 $ 3,584 — 1  — $ 6 $ 4,554 $ 7,099 Karen McLoughlin CFO 2017 $ 500 — $ 488 $ 1,967 $ 1,038 — $ 8 $ 4,001 $ 4,001 2016 $ 427 — $ 289 $ 1,876 — 1  — $ 8 $ 2,599 $ 3,638 Ramakrishna Prasad Chintamaneni EVP and President, Global Industries and Consulting 2017 $ 475 — $ 463 $ 1,042 $ 1,897 — $ 8 $ 3,885 $ 3,885 2016 $ 417 $ 566 — $ 831 $ 1,615 — $ 8 $ 3,437 $ 3,437   Matthew W. Friedrich EVP, General Counsel, Chief Corporate Affairs Officer and Secretary 2017 2 $ 330 $ 500 $ 512 $ 1,252 $ 4,257 — $ 132 $ 6,983 $ 6,983 1 The Company moved the timing of annual RSU grants for Mr. D’Souza, Mr. Mehta and Ms. McLoughlincertain NEOs from the fourth quarter of 2016 to the first quarter of 2017 to align with the timing of the Company’s other annual equity grants and other annual compensation decisions by the Compensation Committee. As such, to presentTo provide stockholders annual compensation numbers that are more comparable year-to-year, an Adjusted SEC Total is presented, which total includes the intended target total direct compensation in a more meaningful manner, the RSU percentages shownSEC Total plus, for 2016, includean amount equal to the target value of the RSU grants made to such executives in the first quarter of 2017 (using a March 2, 2017 grant date fair value) to Mr. D’Souza ($3,774), Mr. Mehta ($2,545) and Ms. McLoughlin ($1,038). The same RSU grants are also included for 2017. 1 Weighting was 100% revenue for the 2014 and 2015 performance measurement periods. 2 Excludes Mr. Coburn, who resigned from the Company during 2016. 2016 Target Annual Compensation CEO Other NEOs2 (on average) ■ Base Salary ■ Annual Cash Incentive / Cash Bonus ■ Performance Stock Units (PSUs) ■ Restricted Stock Units (RSUs) 4     Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary 2016 Compensation ( The amounts in thousands) Name and Principal Position     Year     Salary     Cash Bonus      Annual Cash Incentive     PSU     RSU     All Other Pension and Deferred Comp.     All Other Comp.     SEC Total     Adjusted SEC Total1 Francisco D’Souza 2016 $664 – $450 $7,019 –1 – $123 $8,257 $12,031 CEO 2015 $645 – $778 $6,814 $3,669 – $45 $11,951 $11,951 Rajeev Mehta 2016 $574 – $389 $3,584 –1 – $6 $4,554 $7,099 President2 2015 $539 – $650 $3,480 $1,874 – $2 $6,544 $6,544 Gordon J. Coburn 2016 $467 – – $3,751 – $184 $93 $4,495 $4,495 Former President2 2015 $614 – $740 $3,641 $1,961 – $89 $7,045 $7,045 Karen McLoughlin 2016 $427 – $289 $1,876 –1 – $8 $2,599 $3,638 CFO 2015 $406 – $490 $1,821 $981 – $8 $3,706 $3,706 Ramakrishna Prasad Chintamaneni 20163 $417 $566 – $831 $1,615 – $8 $3,437 $3,437 EVP and President, Global Industries and Consulting     Dharmendra Kumar Sinha 20163 $357 $168 – $714 $1,762 – $8 $3,009 $3,009 EVP and President, Global Client Services   1 The Company moved the timing of annual RSU grants for certain NEOs from the fourth quarter of 2016 to the first quarter of 2017 to align with the timing of the Company’s other annual equity grants and other annual compensation decisions by the Compensation Committee. The Adjusted SEC Total represents the SEC Total plus, for 2016, the target value of the RSU grants made in the first quarter of 2017 (using a March 2, 2017 grant date fair value) to Mr. D’Souza ($3,774), Mr. Mehta ($2,545) and Ms. McLoughlin ($1,038) to provide stockholders annual compensation numbers that are more comparable to past years and more indicative of the targeted annual compensation to the NEOs. These amounts are not a substitute for the amounts reported under the SEC Total. 2 Mr. Mehta was appointed President of Cognizant on September 28, 2016, following the resignation of Mr. Coburn on September 27, 2016. 3 2015 compensation not presented for Mr. Chintamaneni and Mr. Sinha as they were not NEOs in that year. Aligning Pay with Performance The following graphs show Company performance across revenue, profitability and cash flow metrics for the last three years as compared toamounts reported under SEC Total. 2 Mr. Friedrich joined the performance targets for the annual cash incentives and PSUs with performance measurement periods correspondingCompany in 2017. 2018 Proxy Statement   5 Table of Contents Proxy Statement Summary Aligning Pay with Performance The following graphs show Company performance across revenue, profitability and cash flow metrics for the last three years as compared to the performance targets for the annual cash incentives (ACIs) and PSUs with performance measurement periods covering such years. In addition, the Company’s share price performance, which impacts the performance of long-term equity grants to the NEOs and holdings of our common stock, is set forth below for the last five years. Revenue Revenue (in billions) ● Revenue Continued strong, consistent revenue growth(remains a key Company objective ● Appropriate targets and significant weightinghave helped drive revenue growth         Target Increase2     Weighting     Payout Range 2015 ACI 19.0% 50% 2016 ACI 11.0% 50% 2017 ACI 9.0% 50% 2015 PSUs 19.1% 100% 2016 PSUs 12.0% 75% 2016/17 PSUs 11.0% 75% ● Reduced revenue weighting in billions)2017 awardsof 2017/18 PSUs (from 75% to 50%) as weighting of non-GAAP EPS increased (from 25% to 50%) to reflect focus on profitability ● Annual Cash Incentive PSUs1 PSUs awarded in 2017 (2017/18 PSUs) not shown as their 2-year performance period is ongoing Strong, consistent revenue growth  8.6% Year-over-year revenue growth (2015 to 2016) Profitability Non-GAAP Operating Margin3 ● Compensation ImpactsHistorical 19-20% target ● Significant weighting in both performance-based compensation elements ● Aggressive targets have helped drivefor non-GAAP Operating Margin, with the ACI targets for non-GAAP Income from Operations (40% weighting) increased each year to maintain margin target while revenue growth was encouraged ● 2019 goal of 22%that the Company plans to achieve by accelerating the pursuit of high-value digital transformation work, driving leverage in the cost structure, executing on opportunities to improve operational efficiency and aggressively employing automation to optimize traditional services3,4 ● 2018 ACI targets for non-GAAP Income from Operations designed to incentivize an increase in non-GAAP Operating Margin during 2018 towards the 2019 goal ForNon-GAAP Income from Operations3 (in millions) ● Historically increased in line with revenue target increasesto maintain non-GAAP Operating Margin in the 19-20% range         Target Increase2     Weighting     Payout Range 2015 ACI 14.8% 40% 2016 ACI 9.8% 40% 2017 ACI 8.9% 40% ● 2018 ACI targets for non-GAAP Income from Operations designed to incentivize an increase in non-GAAP Operating Margin during 2018 towards the2019 goal of 22% non-GAAP Operating Margin3,4 1 2016/17 PSU targets were based on combined performance of the Company for 2016 and 2017. The combined target was allocated between 2016 and 2017 awards: Revenuein the graph in the same proportion as actual revenue in such years such that the same level of achievement is reflected in both years. 2 Increase in target (compound annual growth for 2017/18 PSUs) vs. prior year actual Company performance. 3 See “Non-GAAP Financial Measures and Forward-Looking Statements” on page 65. 4 2019 goal excludes any changes to the regulatory environment, including with respect to immigration and taxes. See our 2017 Annual Report for these and other risk factors that may impact our ability to achieve this goal. 6   Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary Non-GAAP Diluted Earnings Per Share (EPS)1 ● PSU metric added in 2016to incentivize increased profitability ● Appropriate targets and significant weighting         Target Increase3    Weighting     Payout Range 2015 PSUs — — 2016 PSUs 10.4% 25% 2016/17 PSUs 10.7% 25% ● Increased non-GAAP EPS weighting in 2017 awardsof 2017/18 PSUs (from 25% to 50%) as weighting of revenue reduced (from 75% to 50% weighting for PSUs) to reflect increased Company focus on profitability ● 2017/18 PSU targets for non-GAAP Operating Margin.EPS aligned with 1 Applies to PSUs with a 2016 performance measurement period. PSUs with a 2014 or 2015 performance measurement period are weighted 100% to revenue. PSUs issued in 2016 have a 2-year performance measurement period covering 2016 and 2017 and are not shown. 2017 Proxy Statement      5 Table2019 goal of Contents Proxy Statement Summary Profitability Non-GAAP22% non-GAAP Operating Margin11,4 Non-GAAP Operating Margin 19% – 20% Historical target consistently maintained, with excess reinvested in the Company for future growth, resulting in steadily increasing non-GAAP Income from Operations and non-GAAP EPS as the Company’s revenue has increased. 2019 Goal1,2 22% …by accelerating the pursuit of high-value digital transformation work, driving leverage in the cost structure, executing on opportunities to improve operational efficiency and aggressively employing automation to optimize traditional services. ● Non-GAAP Income from Operations1 (PSUs awarded in millions)2017 (2017/18 PSUs) not shown as their 2-year performance period is ongoing Annual Cash Incentive Non-GAAP Diluted Earnings Per Share (EPS)1 PSUs3 Non-GAAP Income from Operations Non-GAAP EPS Cash Flow  7.6%  10.4% (2015-2016) Compensation Impacts ● Targets have historically been designed to achieve 19-20% non-GAAP Operating Margin, with targets increased each year to maintain that margin as revenue growth is encouraged ● Profitability has been an increasingly important component of the Company’s performance-based compensation with the addition of the non-GAAP EPS metric for PSUs in 2016 For 2017 awards: ● Targets designed around planned increases in non-GAAP Operating Margin for future years (see 2019 Goal above) ● Non-GAAP EPS increased to 50% weighting for PSUs; target accounts for $1.5 billion accelerated share repurchase program initiated in March 2017 1 See “Non-GAAP Financial Measures and Forward-Looking Statements” on page 57. 2 2019 goal excludes any changes to the regulatory environment, including with respect to immigration and taxes. See our Annual Report for these and other risk factors that may impact our ability to achieve this goal. 3 Applies to PSUs with a 2016 performance measurement period. PSUs with a 2014 or 2015 performance measurement period do not use non-GAAP EPS as a performance metric. PSUs issued in 2016 have a 2-year performance measurement period covering 2016 and 2017 and are not shown. 6      Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary Cash Flow Days Sales Outstanding (DSO) Annual Cash Incentive Consistent DSO year-to-year ● Timely collection of receivablesfrom customers incentivized by this ACI performance metric Collection of receivables from customers has remained steady over the past three years. ● DSO target set at a level the Compensation Impact ● Target established to ensure managementCommittee believes is incentivized to maintain collection of receivables at a healthy level for the business ● DSO has remained steadyover the past three years Weighting Payout Range 2015 ACI 10% 2016 ACI 10% 2017 ACI 10% Stockholder Return 5-Year Cumulative Total Stockholder Return15 1 Comparison assumes $100 was invested, from December 31, 2011 through December 31, 2016, in Cognizant common stock, the S&P 500 Index, the NASDAQ 100 Index and our peer group (capitalization weighted), and that all dividends were reinvested. 2 Consists of the following information technology consulting firms: Accenture plc, Computer Sciences Corporation, Computer Task Group, Incorporated, ExlService Holdings Inc., Genpact Limited, Infosys Limited, Syntel, Inc., Wipro Limited and WNS (Holdings) Limited. 5-year Compound Average Growth in Share Price  11.7% (2012-2016) Compensation Impact ● A substantial percentage of NEO compensation is in the form of long-term equity compensation (RSUs and PSUs), aligning management incentives with those of stockholders ● RSUs vest quarterly over three years ● PSUs issued in 2011 through 2015 vest at 18 months and 36 months and have a 1-year performance measurement period ● PSUs issued in 2016 vest at 30 months and 36 months and have a 2-year performance measurement period ● All of our NEOs hold substantial ownership interests in our common stock, in excess of the requirements under our stock ownership guidelines, further aligning their interests with those of stockholders ● Reduced stockholder return in the last three years has reduced realized compensation to NEOs from their equity grants and stockholdings 2017 Proxy Statement      7 Table of Contents Proxy Statement Summary PROPOSAL 4 APPROVE THE 2017 INCENTIVE AWARD PLAN ●Providing long-term incentive compensation is important to attracting and retaining executive talent and other key personnel and to incentivizing them to maximize stockholder value. ●The 2017 Incentive Award Plan (the “Plan”) will allow us to make equity-based compensation awards to employees, consultants and directors. If approved, it will replace our 2009 Incentive Compensation Plan (the “2009 Plan”) and no further awards will be made under the 2009 Plan. Our Board adopted the Plan on March 27, 2017 and it will become effective as of June 6, 2017, subject to stockholder approval. See page 40 for further information The Board unanimously recommends a voteFOR approval of the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. What Would the Plan Do? ● Allow for the issuance of up to 46,000,000 new shares, in addition to the approximately 7,000,000 remaining available for issuance under the 2009 Plan that will be transferred to the Plan, bringing the total number of shares available for new grants under the Plan to approximately 53,000,000, which we expect to last us approximately six years; ● Provide for the number of shares reserved for issuance to be reduced by two shares for each share of stock issued pursuant to a full-value award, including a PSU or an RSU, which would replace the 1.55 share reduction for each share of stock issued pursuant to a full-value award under the 2009 Plan; ● Provide for a term through March 27, 2027; ● Clarify that all awards are subject to the provisions of any clawback policy we implement; ● Establish an annual dollar figure limit for director compensationof $900,000, which applies to both cash and equity compensation and would replace the 100,000 share limit for director equity compensation under the 2009 Plan; ● Provide for an annual per-person dollar figure limit for cash awardsof $10,000,000, which represents an increase from the $5,000,000 per-person cash award limit under the 2009 Plan; and ● Establish an annual per-person share limit of (i) 3,000,000 for stock option and stock appreciation right awards and (ii) 2,000,000 for PSUs and RSUs, which would replace the annual per-person share limit for all awards of 5,000,000 under the 2009 Plan. Key Information About Plan Features and Our Equity Compensation Share Usage1 What this measures How we manage Burn Rate How rapidly we are using an equity plan’s share pool Over the last three years, our burn rate, which we calculate on a gross basis, averaged 0.78%. The burn rates for the last three years were 1.02%, 0.46% and 0.86% for 2014, 2015 and 2016, respectively. The Board believes that such burn rates are acceptable. Overhang Potential stockholder dilution from outstanding equity award shares available for grant If this proposal is adopted, our overhang, calculated using a simple overhang measurement, will be 10.4%. The Board believes that the requested number of shares of common stock under the Plan represents a reasonable amount of potential equity dilution. Good Governance Features of the Plan What the Plan Does Limits on authorized shares No evergreen provision All awards subject to clawback 10-year maximum stock option term Certain shares surrendered, withheld or repurchased may not again be made available for issuance What the Plan Doesn’t Do No stock option repricing No discounted stock option grants No automatic change in control benefits Our Current Equity Grant Practices What We Do Mix of PSUs and RSUs with an emphasis on PSUs for senior executives Long-term vesting such that PSUs have a 2-year performance measurement period and, for executive officers, vest 1/3rd at 30 months and 2/3rds at 36 months and, for other employees, fully vest at 29 months following the start of such period; RSUs vest quarterly over three years from grant What We Don’t Do No dividend equivalent payments on unearned PSUs or RSUs (accumulated dividend equivalents paid only on vesting) 1 Cognizant data covers 2014-2016. Please see “Key Data About our Grant Practices” on page 42 for more information about these metrics and how we calculate them. 8      Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary PROPOSAL 5 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 ●The Audit Committee believes that the engagement of PricewaterhouseCoopers LLP is in the best interests of the Company and its stockholders. See page 47 for further information The Board unanimously recommends a voteFOR the Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2017. PROPOSAL 6 CONSIDER A STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE THE STEPS NECESSARY TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY-LAWS The Board unanimously recommends a voteFOR this proposal. See page 50 for further information PROPOSAL 7 CONSIDER A STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT The Board unanimously recommends a voteAGAINST this proposal. See page 51 for further information 2017 Proxy Statement      9 Table of Contents CORPORATE GOVERNANCE PROPOSAL 1 ELECTION OF DIRECTORS What are you voting on? At the Annual Meeting, 11 Directors are to be elected to hold office until the 2018 Annual Meeting and until their successors have been duly elected and qualified. All nominees are current Directors and all except Ms. Atkins and Mr. Dineen were elected by stockholders at the 2016 Annual Meeting. The Board unanimously recommends a voteFOR all the Director nominees listed below. Director Nominees Zein Abdalla   Independent Retired President of PepsiCo, Inc. Director Since2015 Age58 BirthplaceSudan Committees ●Audit ●Governance Skills and Qualifications ● 14.1% compound annual growth ratein share price over the last 5 years (2013 – 2017) ● Substantial portion of executive compensation in the form of long-term equity compensation(RSUs and PSUs), aligning management incentives with those of stockholders ● Stock ownership guidelinesfurther align executive incentives with those of stockholders (see “Executive Stock Ownership Guidelines” on page 34) 1 See “Non-GAAP Financial Measures and Forward-Looking Statements” on page 65. 2 2016/17 PSU targets were based on combined performance of the Company for 2016 and 2017. The combined target was allocated between 2016 and 2017 in the graph in the same proportion as actual non-GAAP EPS in such years such that the same level of achievement is reflected in both years. 3 Increase in target (compound annual growth for 2017/18 PSUs) vs. prior year actual Company performance. 4 2019 goal excludes any changes to the regulatory environment, including with respect to immigration and taxes. See our 2017 Annual Report for these and other risk factors that may impact our ability to achieve this goal. 5 Comparison assumes $100 was invested, from December 31, 2012 through December 31, 2017, in Cognizant common stock, the S&P 500 Index, the Nasdaq 100 Index and our peer group (capitalization weighted), and that all dividends were reinvested. 6 Consists of the following information technology consulting firms: Accenture plc, DXC Technology (previously Computer Sciences Corporation), ExlService Holdings Inc., Genpact Limited, Infosys Limited, Syntel, Inc., Wipro Limited and WNS (Holdings) Limited. Historically also included Computer Task Group, Inc. (old peer group not presented separately as it is not materially different from the above). 2018 Proxy Statement   7 Table of Contents Proxy Statement Summary AUDIT Career Highlights ●President of PepsiCo, Inc., a multinational food, snack and beverage company (2012 – 2014) ●Executive positions with PepsiCo Europe Region ●CEO (2009 – 2012) ●President (2006 – 2009) ●Various senior positions with PepsiCo (1995 – 2006) Current Public Company Boards ●The TJX Companies, Inc., a retailer of apparel and home fashions ●Corporate Governance Committee ●Finance Committee Other Positions ●Member of the Imperial College Business School Advisory Board ●Board Advisor, Mars, Incorporated Education ●B.S., Imperial College, London University Betsy S. Atkins Proposal 3 Ratify the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2018 ●The Audit Committee believes that the engagement of PricewaterhouseCoopers LLP is in the best interests of the Company and its stockholders. The Board unanimously recommends a voteFORthe Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2018. See page 44 for further information ADDITIONAL PROPOSALS Company Proposals Proposal 4 Approve an Amendment and Restatement of the Company’s 2004 Employee Stock Purchase Plan ●An amendment and restatement of the Company’s ESPP is proposed to increase the number of authorized shares by 12,000,000, providing a share reserve sufficient for the next 4 to 5 years. ●The Amended and Restated ESPP also provides additional flexibility for the Compensation Committee to make adjustments upon various corporate events to maintain intended benefits of awards under the plan. The Board unanimously recommends a voteFORthe Amendment and Restatement of the Company’s 2004 Employee Stock Purchase Plan. See page 47 for further information Proposals 5(a), (b) and (c) Approve Three Separate Proposals to Eliminate the Supermajority Voting Requirements in the Company’s Certificate of Incorporation ●At the 2017 Annual Meeting, stockholders voted overwhelmingly (99.8% of the votes cast) in favor of a stockholder proposal requesting that the Board take the steps necessary to eliminate the supermajority voting provisions in the Company’s Certificate of Incorporation and By-laws. The Board supported this proposal. ●To implement the intent of the 2017 proposal, stockholders are requested to approve the following three separate proposals to eliminate the supermajority voting requirements in the Company’s Certificate of Incorporation with respect to: (a)Amending the Company’s By-laws; (b)Removing directors; and (c)Amending certain provisions of the Company’s Certificate of Incorporation. The Board unanimously recommends a voteFOReach of these proposals. See page 52 for further information 8   Cognizant Technology Solutions Corporation Table of Contents Proxy Statement Summary Stockholder Proposals Proposal 6 Consider a Stockholder Proposal Requesting that the Board take the Steps Necessary to Permit Stockholder Action by Written Consent The Board unanimously recommends a vote AGAINST this proposal. See page 56 for further information         Independent CEO and Founder of Baja Corp. Director Since2017 Age63 BirthplaceUnited States Committees ●None Skills and Qualifications Career Highlights Proposal 7 Consider a Stockholder Proposal Requesting that the Board take the Steps Necessary to Lower the Ownership Threshold for Stockholders to Call a Special Meeting The Board unanimously recommends a vote AGAINST this proposal. See page 58 for further information 2018 Proxy Statement   9 Table of Contents ●CEO and Founder of Baja Corp., a venture capital investment firm (since 1994) ●CEO of Clear Standards, Inc., a provider of energy management and sustainability software and solutions (2009 – 2010) ●Chair and CEO of NCI, Inc., a neutraceutical functional food company (1991 – 1993) ●Co-Founder of Ascend Communications, Inc., a manufacturer of communications equipment, and Director (1989 – 1999) ●EVP of Sales Marketing, Professional Services and International Operations Current Public Company Boards ●HD Supply Holdings, Inc., a wholesaler of electrical, plumbing and hardware products ●Lead Independent Director ●Compensation Committee ●Nominating and Corporate Governance Committee (Chair) ●Schneider Electric SE, a manufacturer of motors and generators ●Strategy Committee ●SL Green Realty Corporation, a fully integrated real estate investment trust (REIT) ●Audit Committee Other Positions ●Member of advisory board of SAP SE, an enterprise software company ●Member of board of directors of privately-held Volvo Car AB, an automobile manufacturer Past Director Positions ●Ascend Communications, Inc. ●Chico’s FAS, Inc. ●Vonage Holdings Corp. ●Clear Standards, Inc. ●Darden Restaurants, Inc. ●NASDAQ LLC ●Polycom, Inc. Education Proposal 1 Election of Directors What are you voting on? At the Annual Meeting, 11 Directors are to be elected to hold office until the 2019 Annual Meeting and until their successors have been duly elected and qualified. All nominees are current Directors and all except Mr. Velli were elected by stockholders at the 2017 Annual Meeting. The Board unanimously recommends a vote FOR all the Director nominees listed below. Director Nominees Zein Abdalla Former President of PepsiCo, Inc. Independent Director Since2015 Age59 BirthplaceSudan Committees ACGC Skills and Qualifications Career Highlights ●President of PepsiCo, Inc., a multinational food, snack and beverage company (2012 – 2014) ●Executive positions with PepsiCo Europe Region ●CEO (2009 – 2012) ●President (2006 – 2009) ●Various senior positions with PepsiCo (1995 – 2006) Current Public Company Boards ●The TJX Companies, Inc., a retailer of apparel and home fashions (since 2012) Select Other Positions ●Member of the Board of Directors of Mastercard Foundation ●Member of the Board of Directors of Kuwait Food Company (Americana) K.S.C.P. ●Member of the Imperial College Business School Advisory Board ●Board Advisor, Mars, Incorporated Education ●B.S., Imperial College, London University Betsy S. Atkins CEO and Founder of Baja Corp. Independent Director Since2017 Age64 BirthplaceUnited States Committees CCFPC Skills and Qualifications Career Highlights ●CEO and Founder of Baja Corp., a venture capital investment firm (since 1994) ●CEO of Clear Standards, Inc., a provider of energy management and sustainability software and solutions (2009 – 2010) ●Chair and CEO of NCI, Inc., a nutraceutical functional food company (1991 – 1993) ●Co-Founder of Ascend Communications, Inc., a manufacturer of communications equipment, and Director (1989 – 1999) ●EVP of Sales Marketing, Professional Services and International Operations Current Public Company Boards ●Schneider Electric SE, a manufacturer of energy management systems (since 2011) ●SL Green Realty Corporation, a fully integrated real estate investment trust (REIT) (since 2015) ●Wynn Resorts, Limited, a destination casino resorts company (since 2018) Select Other Positions ●Member of the Board of Directors of privately-held Volvo Car AB, an automobile manufacturer Select Past Director Positions ●Ascend Communications, Inc. ●Chico’s FAS, Inc. ●Clear Standards, Inc. ●Darden Restaurants, Inc. ●HD Supply Holdings, Inc. ●Nasdaq LLC ●Polycom, Inc. Education ●B.A., University of Massachusetts, Amherst 10      Cognizant Technology Solutions Corporation Table of Contents Corporate Governance Maureen Breakiron-Evans     Leadership Global Business Experience Tech/Consulting Services Technology Financial Operational AC Audit Committee FPC Financial Policy Committee Committee Chair CC Compensation Committee GC Governance Committee Committee Member $ AC Financial Expert 10   Cognizant Technology Solutions Corporation Table of Contents Maureen Breakiron-Evans Former CFO of Towers Perrin Independent Director Since2009 Age63 BirthplaceUnited States Committees $ACGC Skills and Qualifications Career Highlights ●CFO of Towers Perrin, a global professional services company (2007 – 2008) ●VP and General Auditor of CIGNA Corporation, a health services organization (2005 – 2006) ●EVP and CFO of Inovant, LLC, VISA’s captive technology development and transaction processing company (2001 – 2004) ●16 years in public accounting, ultimately as a partner at Arthur Andersen LLP through 1994 Current Public Company Boards ●Ally Financial Inc., an Internet bank (since 2015) ●Cubic Corporation, a provider of systems and services to transportation and defense markets worldwide (since 2017) Select Past Director Positions ●Federal Home Loan Bank of Pittsburgh, a private government-sponsored enterprise ●Heartland Payment Systems, Inc., a provider of payment processing services ●ING Direct, an Internet bank Education ●B.B.A., Stetson University ●M.B.A., Harvard Business School ●M.L.A., Stanford University Certifications ●CPA in California Former CFO of Towers Perrin Director Since2009 Age62 BirthplaceUnited States Committees ●Audit (Chair) ●Governance Skills and Qualifications Career Highlights ●CFO of Towers Perrin, a global professional services company (2007 – 2008) ●VP and General Auditor of CIGNA Corporation, a health services organization (2005 – 2006) ●EVP and CFO of Inovant, LLC, VISA’s captive technology development and transaction processing company (2001 – 2004) ●16 years in public accounting, ultimately as a partner at Arthur Andersen LLP through 1994 Current Public Company Boards ●Ally Financial Inc., a provider of payment processing services ●Audit Committee ●Digital Transformation Committee ●Cubic Corporation, a provider of systems and services to transportation and defense markets worldwide ●Audit Committee ●Nominating and Corporate Governance Committee Past Director Positions ●Federal Home Loan Bank of Pittsburgh, a private government-sponsored enterprise ●ING Direct, an Internet bank ●Heartland Payment Systems, Inc. Education ●B.B.A., Stetson University ●M.B.A., Harvard Business School ●M.L.A., Stanford University Certifications ●CPA in California Jonathan Chadwick Former CFO and COO of VMware, Inc. Independent Director Since2016 Age52 BirthplaceUnited Kingdom Committees $AC Skills and Qualifications Jonathan Chadwick Career Highlights ●Executive positions with VMware, Inc., a virtualization and cloud infrastructure solutions company ●COO (2014 – 2016) ●EVP and CFO (2012 – 2016) ●CFO of Skype Technologies S.A., an Internet communications company, and Corporate VP of Microsoft Corporation (2011 – 2012) ●EVP and CFO of McAfee, Inc., a security technology company (2010 – 2011) ●Various executive positions with Cisco Systems, Inc., a developer and manufacturer of networking and telecommunications equipment (1997 – 2010) ●Various positions with Coopers & Lybrand, an accounting firm (1993 – 1997) Current Public Company Boards ●F5 Networks, Inc., a technology company that specializes in application delivery networking (since 2011) ●ServiceNow, Inc., a cloud computing company (since 2016) Education ●B.Sc., University of Bath, U.K. Certifications ●Chartered Accountant in England and Wales Independent Former CFO and Coo of VMware, Inc. Director Since2016 Age51 BirthplaceUnited Kingdom Committees ●Audit Skills and Qualifications Career Highlights ●Executive positions with VMware, Inc., a virtualization and cloud infrastructure solutions company ●COO (2014 – 2016) ●EVP and CFO (2012 – 2016) ●CFO of Skype Technologies S.A., an Internet communications company, and Corporate VP of Microsoft Corporation (2011 – 2012) ●EVP and CFO of McAfee, Inc., a security technology company (2010 – 2011) ●Various executive positions with Cisco Systems, Inc. (1997 – 2010) ●Various positions with Coopers & Lybrand, an accounting firm (1993 – 1997) Current Public Company Boards ●F5 Networks, Inc. ●Audit Committee (Chair) ●ServiceNow, Inc. ●Audit Committee ●Leadership Development and Compensation Committee Education ●B.Sc., University of Bath, U.K. Certifications ●Chartered Accountant in England and Wales John M. Dineen Former President and CEO of GE Healthcare Independent Director Since2017 Age55 BirthplaceUnited States Committees FPCGC Skills and Qualifications John M. Dineen Career Highlights ●Operating Advisor of Clayton, Dubilier & Rice LLC, an investment firm (since 2015) ●Executive positions with General Electric Company, a global digital industrial company ●CEO, GE Healthcare (2008 – 2014) ●CEO, GE Transportation (2005 – 2008) ●Other leadership positions (1986 – 2005) Current Public Company Boards ●Merrimack Pharmaceuticals, Inc., a pharmaceutical company specializing in the development of drugs for the treatment of cancer (since 2015) Education Independent Former President and CEO of GE Healthcare Director Since2017 Age54 BirthplaceUnited States Committees ●None Skills and Qualifications Career Highlights ●Operating Advisor of Clayton, Dubilier & Rice LLC, an investment firm (since 2015) ●Executive positions with General Electric Company, a global digital industrial company ●CEO, GE Healthcare (2008 – 2014) ●CEO, GE Infrastructure and GE Transportation (2005 – 2008) ●Other leadership positions (1986 – 2005) Current Public Company Boards ●Merrimack Pharmaceuticals, Inc., a pharmaceutical company specializing in the development of drugs for the treatment of cancer ●Organization and Compensation Committee (Chair) Education ●B.S., University of Vermont 2017 Proxy Statement      11 Table of Contents Corporate Governance Francisco D’Souza     Leadership Global Business Experience Tech/Consulting Services Technology Financial Operational AC Audit Committee FPC Financial Policy Committee Committee Chair CC Compensation Committee GC Governance Committee Committee Member $ AC Financial Expert 2018 Proxy Statement   11 Table of Contents Francisco D’Souza CEO of Cognizant Director Since2007 Age49 BirthplaceKenya Committees FPC Skills and Qualifications Career Highlights ●Executive positions at Cognizant ●CEO (since 2007) ●President (2007 – 2012) ●COO (2003 – 2006) ●SVP, North American Operations and Business Development (1999 – 2003) ●VP, North American Operations and Business Development (1998 – 1999) ●Director - North American Operations and Business Development (1997 – 1998) ●Joined Cognizant as a co-founder in 1994, the year it was started as a division of The Dun & Bradstreet Corporation Current Public Company Boards ●General Electric Company (since 2013) Select Other Positions ●Member of the Board of Trustees of Carnegie Mellon University ●Co-Chair of the Board of Trustees of The New York Hall of Science Education Director Since2007 Age48 BirthplaceKenya Committees ●None Skills and Qualifications Career Highlights ●Executive positions at Cognizant ●CEO (since 2007) ●President (2007 – 2012) ●COO (2003 – 2006) ●SVP, North American Operations and Business Development (1999 – 2003) ●VP, North American Operations and Business Development (1998 – 1999) ●Director - North American Operations and Business Development (1997 – 1998) ●Joined Cognizant as a co-founder in 1994, the year it was started as a division of The Dun & Bradstreet Corporation Current Public Company Boards ●General Electric Company ●Technology and Industrial Risk Committee Other Positions ●Member of the Board of Trustees of Carnegie Mellon University ●Co-Chairman of the Board of Trustees of The New York Hall of Science ●Member of the Board of Directors of the U.S.–India Business Council Education ●B.B.A., University of Macau (formerly University of East Asia) ●M.B.A., Carnegie Mellon University John N. Fox, Jr. Former Vice Chairman of Deloitte & Touche LLP and Global Director, Strategic Clients of Deloitte Consulting Independent Director Since2007 Age75 BirthplaceUnited States Committees CCGC Skills and Qualifications Career Highlights ●Vice Chairman of Deloitte & Touche LLP, a global professional services firm, and Global Director, Strategic Clients for Deloitte Consulting (1998 – 2003) ●Member of Deloitte Touche Tohmatsu Board of Directors and the Board’s Governance (Executive) Committee (1998 – 2003) ●Various senior positions with Deloitte Consulting (1968 – 2003) Current Public Company Boards ●VASCO Data Security International, Inc., an information technology security company (since 2005) Select Other Positions ●Trustee for Steppenwolf Theatre Company ●Trustee for Wabash College Education ●B.A., Wabash College ●M.B.A., University of Michigan John E. Klein Chairman of Cognizant and President and CEO of Polarex, Inc. Independent Director Since1998 Age76 BirthplaceUnited States Committees ACCCGC Skills and Qualifications Career Highlights ●Chairman of Cognizant (since 2003) ●President and CEO of Polarex, Inc., a technology consulting firm (employed since 1994) ●Previously President and CEO of MDIS Group, PLC, a UK listed software and services company ●VP at International Business Machines Corporation, or IBM, a multinational technology company ●VP at Digital Equipment Corporation, a worldwide computer hardware and software company Education ●B.S., U.S. Merchant Marine Academy ●M.B.A., New York University John N. Fox, Jr.     Independent Former Vice Chairman of Deloitte & Touche LLP and Global Director, Strategic Clients of Deloitte Consulting Director Since2007 Age74 BirthplaceUnited States Committees ●Compensation (Chair) ●Governance Skills and Qualifications Leadership Global Business Experience Tech/Consulting Services Technology Financial Operational Career Highlights ●Vice Chairman of Deloitte & Touche LLP, a global professional services firm, and Global Director, Strategic Clients for Deloitte Consulting (1998 – 2003) ●Member of Deloitte Touche Tohmatsu Board of Directors and the Board’s Governance (Executive) Committee (1998 – 2003) ●Various senior positions with Deloitte Consulting (1968 – 2003) Current Public Company Boards ●VASCO Data Security International, Inc., an information technology security company ●Audit Committee ●Compensation Committee (Chair) ●Nominating and Corporate Governance Committee Other Positions ●Trustee for Wabash College ●Trustee for Steppenwolf Theatre Company Education ●B.A., Wabash College ●M.B.A., University of Michigan AC Audit Committee FPC Financial Policy Committee Committee Chair CC Compensation Committee GC Governance Committee Committee Member $ AC Financial Expert 12   Cognizant Technology Solutions Corporation Table of Contents Leo S. Mackay, Jr. SVP, Internal Audit, Ethics and Sustainability of Lockheed Martin Corporation Independent Director Since2012 Age56 BirthplaceUnited States Committees AC Skills and Qualifications John E. Klein Career Highlights ●Executive positions at Lockheed Martin Corporation, a global security and aerospace company ●SVP, Internal Audit, Ethics and Sustainability (since 2016) ●VP, Ethics and Sustainability (2011 – 2016) ●VP, Corporate Business Development and various other positions (2007 – 2011) ●President, Integrated Coast Guard Systems LLC and VP and General Manager, Coast Guard Systems (2005 – 2007) ●Chief Operations Officer of ACS State Healthcare LLC, a services company serving the healthcare industry (2003 – 2005) ●Various positions with Bell Helicopter, a helicopter and tiltrotor craft manufacturer Select Other Positions ●Director of USAA Federal Savings Bank Select Past Director Positions ●Chair of the Board of Visitors of the Graduate School of Public Affairs at the University of Maryland ●Center for a New American Security Education   Independent Chairman of Cognizant and President and CEO of Polarex, Inc. Director Since1998 Age75 BirthplaceUnited States Committees ●Audit ●Compensation ●Governance Skills and Qualifications Career Highlights ●Chairman of Cognizant (since 2003) ●President and CEO of Polarex, Inc., a technology consulting firm (employed since 1994) ●Previously President and CEO of MDIS Group, PLC, a UK listed software and services company ●VP at International Business Machines Corporation, or IBM ●VP at Digital Equipment Corporation Education ●B.S., U.S. Merchant Marine Academy ●M.B.A., New York University 12      Cognizant Technology Solutions Corporation Table of Contents Corporate Governance Leo S. Mackay, Jr.   Independent SVP, Internal Audit, Ethics and Sustainability of Lockheed Martin Corporation Director Since2012 Age55 BirthplaceUnited States Committees ●Audit Skills and Qualifications Career Highlights ●Executive positions at Lockheed Martin Corporation, a global security and aerospace company ●SVP, Internal Audit, Ethics and Sustainability (since 2016) ●VP, Ethics and Sustainability (2011 – 2016) ●VP, Corporate Business Development and various other positions (2007 – 2011) ●President, Integrated Coast Guard Systems LLC and VP and General Manager, Coast Guard Systems (2005 – 2007) ●Chief Operations Officer of ACS State Healthcare LLC, a services company serving the healthcare industry (2003 – 2005) ●Various positions with Bell Helicopter, a helicopter and tiltrotor craft manufacturer Past Director Positions ●Chair of the Board of Visitors of the Graduate School of Public Affairs at the University of Maryland ●Center for a New American Century Education ●B.S., United States Naval Academy ●M.P.P., Harvard University ●Ph.D., Harvard University Michael Patsalos-Fox Former CEO of Stroz Friedberg and Former Chairman, the Americas and Senior Partner of McKinsey & Company Independent Director Since2012 Age65 BirthplaceCyprus Committees CCFPCGC Skills and Qualifications Career Highlights ●CEO of Stroz Friedberg, a global investigation and cyber security firm (2013 – 2016) ●Senior Partner and various other positions with McKinsey & Company, a global management consulting company (1981 – 2013) ●Board of Directors (1998 – 2010) ●Chairman, the Americas (2003 – 2009) ●Member of Operating Committee ●Managing Partner of New York and New Jersey offices, North American Corporate Finance and Strategy practice and European Telecoms practice ●Leader of new business growth opportunities around data, analytics and software Education ●B.S., University of Sydney ●M.B.A., International Institute for Management Development Joseph M. Velli Former Senior Executive Vice President of The Bank of New York Independent Director Since2017 Age60 BirthplaceUnited States Committees AC Skills and Qualifications Career Highlights ●Senior Advisor of Lovell Minnick Partners, LLC, private equity firm (since 2016) ●Chairman and Chief Executive Officer of Convergex Group, LLC, a provider of software platforms and technology-enabled brokerage services (2006 – 2013) ●Executive positions with The Bank of New York (now BNY Mellon), a worldwide banking and financial services company ●Senior Executive Vice President and member of the Senior Policy Committee (1998 – 2006) ●Executive Vice President (1992 – 1998) ●Other leadership positions (1984 – 1992) Current Public Company Boards ●Computershare Limited, a global provider of corporate trust, stock transfer, employee share plan and mortgage servicing services (since 2014) ●Paychex, Inc., a provider of payroll, human resource and benefits outsourcing services (since 2007) Select Past Director Positions ●E*Trade Bank ●E*Trade Financial Corporation Education ●B.A., William Paterson University ●M.B.A., Fairleigh Dickinson University Michael Patsalos-Fox     Independent Former CEO of Stroz Friedberg and Former Chairman, the Americas and Senior Partner of McKinsey & Company Director Since2012 Age64 BirthplaceCyprus Committees ●Compensation ●Governance (Chair) Skills and Qualifications Leadership Global Business Experience Tech/Consulting Services Technology Financial Operational Career Highlights ●CEO of Stroz Friedberg, a global investigation and cyber security firm (2013 – 2016) ●Senior Partner and various other positions with McKinsey & Company, a global management consulting company (1981 – 2013) ●Board of Directors (1998 – 2010) ●Chairman, the Americas (2003 – 2009) ●Member of Operating Committee ●Managing Partner of New York and New Jersey offices, North American Corporate Finance and Strategy practice and European Telecoms practice ●Leader of new business growth opportunities around data, analytics and software Education ●B.S., University of Sydney ●M.B.A., International Institute for Management Development AC Audit Committee FPC Financial Policy Committee Committee Chair Robert E. Weissman CC Compensation Committee GC Governance Committee Committee Member $ AC Financial Expert   Independent Chairman of Shelburne Investments and Retired Chairman and CEO of The Dun & Bradstreet Corporation Director Since2001 Age 2018 Proxy Statement   76 BirthplaceUnited States Committees ●Compensation ●Governance Skills and Qualifications Career Highlights ●Chairman and CEO of IMS Health, a provider of information to the pharmaceutical and healthcare industries (1998 – 1999) ●Chairman and CEO of Cognizant (1996 – 1997) ●Executive positions at The Dun & Bradstreet Corporation, a data, analytics and insights company ●Chairman and CEO (1995 – 1996) ●President and COO (1985 – 1995) ●Other positions since 1979 ●President and CEO of National CSS, a computer time-sharing company acquired by The Dun & Bradstreet Corporation in 1979 Past Public Company Boards ●State Street Corporation, a global financial services company ●Pitney Bowes, Inc., a global technology company ●Information Services Group, a technology insights, market intelligence and advisory services company Other Positions ●Chairman of Shelburne Investments, a private investment company that works with emerging companies in the United States and Europe ●Board of Trustees of Babson College Education ●B.S., Babson College ●Honorary Doctor of Laws, Babson College 2017 Proxy Statement 13 Table of Contents Corporate Governance Directors Not Standing for Reelection Lakshmi Narayanan and Thomas M. Wendel, two of our current Directors, have not been nominated for re-election as Directors at the Annual Meeting following the end of their current terms. BOARD COMPOSITION Director Independence Table of Contents Board Composition Director Independence Board Member Independence 10 of 11 Directors Nominees are Independent Each of our Director nominees, other than our CEO, Mr. D’Souza, has been determined by the Board to be an “independent director” under our Corporate Governance Guidelines and the rules of The NASDAQNasdaq Stock Market LLC (“NASDAQ”Nasdaq”), which require that, in the opinion of the Board, such person not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. Committee Member Independence The Board has determined that all of the members of the Audit Committee, Compensation Committee and Governance Committee are independent as defined under NASDAQ rules and, where applicable, also satisfy the committee-specific requirements set forth below. 100% Independent Directors on Audit, Compensation and Governance Committees The Board has determined that all of the members of the Audit Committee, Compensation Committee and Governance Committee are independent as defined under Nasdaq rules and, where applicable, also satisfy the committee-specific requirements set forth below. HEIGHTENED COMMITTEE STANDARDSAdditional Audit and Compensation Committee Independence Standards Audit Committee Compensation Committee All members of the Audit Committee are required to satisfy the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and NASDAQNasdaq rules, specificallywhich require that Audit Committee members maymembers: ●May not accept any direct or indirect consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, except for their compensation for Board service,service; and that Audit Committee members may ●May not be affiliated with the Company or any of its subsidiaries. Compensation Committee Under NASDAQNasdaq rules, the Board must affirmatively determine the independence of each member of the Compensation Committee after considering allconsidering: ●All sources of compensation of the director, including any consulting, advisory or other compensation paid by the Company or any of its subsidiaries,subsidiaries; and whether ●Whether the Compensation Committee member is affiliated with the Company or any of its subsidiaries. Director Recruitment and Selection Process Director Candidate Identification ●Independent search firm, independent directors, management, stockholders and others may recommend potential candidates for election to the Company’s Board ●A subset of directors may be tasked by the Governance Committee with leading a search process for director candidates Governance Committee ●Develops criteria for any director search process, including any specific desired skills, experiences or qualifications ●Discusses, assesses and interviews candidates ●Evaluates the candidates, including with respect to ●Integrity ●Business acumen ●Experience ●Diligence ●Independence / absence of conflicts of interest ●Capacity to serve in light of other commitments ●Diversity No specific weighting is given to any of the criteria, nor is any a prerequisite ●Recommends nominees to the Board Board ●Discusses and interviews candidates ●Analyzes independence ●Appoints directors to the Board ●Recommends nominees for stockholder vote at the next annual meeting Stockholders ●Vote on nominees at annual meeting   Director CandidatesObjective:Maintain an engaged, independent Board with broad and diverse experience and judgment that is committed to representing the long-term interests of our stockholders Finding Directors The Governance Committee seeks recommendations from Board members and others, engages search firms from time-to-time to assist in the identification and evaluation of director candidates, meets periodically to evaluate biographical information and background material relating to potential candidates and has selected candidates interviewed by members of the Governance Committee and the Board. In 2016 and 2017, the Company engaged a third party director search firm to assist the Governance Committee in identifying and evaluating director candidates. In February 2017, the Company and Elliott Management agreed to each identify and propose one new independent director for election to the Board, subject to the consent of the other, prior to the filing of thisthe proxy statement.statement for the 2017 Annual Meeting. Ms. Atkins and Mr. Dineen were eachelected to the Board in April 2017 through this process. As part of the February 2017 agreement, the Company and Elliott also agreed that the Company would propose one additional new independent director for election to the Board, subject to the consent of Elliott, prior to the filing of the proxy statement for the 2018 Annual Meeting. Mr. Velli was identified withby the assistance of a third party search firm,Company, consented to by Elliott and Ms. Atkins was approved by Elliott.joined the Board in December 2017. Director Selection14   Cognizant Technology Solutions Corporation Table of Contents Important Factors in Assessing Board Composition The Governance Committee strives to maintain an engaged, independent Boardboard with broad and diverse experience and judgment that is committed to representing the long-term interests of our stockholders. In considering whether to recommend any particular candidate for inclusion in the Board’s slateThe committee considers a wide range of recommended Director nominees, the Governance Committee applies the criteria in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our businessfactors when selecting and industry, experience, diligence, absence of conflicts of interest, capacity to serve in light of commitments to other public company boards, and the ability to act in the interests of all stockholders, and includes consideration of the value of Board diversity. In evaluating Directorrecruiting director candidates, the Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds, qualifications and diversity of our Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. 14      Cognizant Technology Solutions Corporation Table of Contents Corporate Governance The Governance Committee’s Director candidate selection includes the following considerations:including: ● Ensuring an experienced, qualified Board with expertise in areas relevant to the Company.We seek directors who have held significant leadership positions and have global business experience, especially in the consulting and technology industries in which we compete. In addition, we seek directors with the financial reporting, operational, corporate governance and compliance experience appropriate for a large, global, publicly traded company. Leadership 11(100%) We believe that directors who have held significant“C-suite” leadership positions over an extended period especially CEO positions, possess extraordinary leadership qualities, and the ability to identify and develop thoseleadership qualities in others. TheySuch Directors demonstrate a practical understanding of organizations, processes, strategy and risk management, and know how to drive change and growth. Global Business Experience 11 (100%) With nearly 22%23% of our revenue currently coming from, and our continued success dependent, in part, on continued growth in, our business outside the United States, and with the extensive international aspects of our business operations, we believe that global business experience is an important quality for many of our Directors to possess. Technology and Consulting Services 4(36%) Consulting,Technology and consulting services, including as to information technology, strategy, business and operations, is one of our key areas of business focus. It is an important component of the continuing growth of our business and permeates other important growth areas for us. As technology and consulting isservices are a critical component of our efforts to develop ever more strategic relationships with clients, it is important to have directors with consulting experience.experience in providing such services to clients. Technology 10 (91%) As a leading information technology company, developingDeveloping and investing in new technologies and ideas is at the heart of our business. Our current investments include building capabilities to enable clients to drive digital transformation at scale and create next generation information technology infrastructures, and building platform-based solutions and industry utilities to enable clients to achieve new levels of efficiency. In addition, strong data / cyber security is also essential for our business. As such, having directors with technology experience is as important as ever. Financial 1011 (100%) (91%) We use a broad set of financial metrics to measure our operating and strategic performance and stockholder value creation. Accurate financial reporting and strong internal controls are also critical to our success. It is therefore important for us to have directors with an understanding of financial statements and financial reporting processes and a track record of stockholder value creation. Operational 10 (91%) We consider operational experience to be a valuable trait. Directors with this experience provide insight into best practices for the efficient administration and operation of a complex business to achieve growth and margin objectives. ● Enhancing the Board’s Diversity.diversity.Our Corporate Governance Guidelines provide that the value of director diversity, including as to race, gender, age, national origin and cultural background, should be considered in the selection of directors. The Governance Committee seeks out qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen.   ● Achieving a Balanced Mixbalanced mix of Tenures.tenures.The Governance Committee believes it is important that the Board have an appropriately balanced mix of experienced directors with a deep understanding of the Company and its industry and new directors who bring a fresh perspective and valuable new experience and insights. ● Maintaining Director Engagement.engagement.The Governance Committee considers each Director’s continuation on the Board on an annual basis. As part of the process, the Committeecommittee evaluates the Director’s other positions and obligations in order to assess the Director’s ability to continue to devote sufficient time to Company matters. Any Director who experiences a change in employment status or job responsibilities, other than retirement, is required to notify the Chairman and the Governance Committee and offer to resign from the Board.   ● Avoiding conflicts of interest.The Governance Committee looks at other positions a director candidate has held or holds (including other board memberships) and any potential conflicts of interest to ensure the continued independence of the Board and its committees. There are no family relationships among any of our executive officers, directors and key employees. 2018 Proxy Statement   15 Table of Contents As part of the Governance Committee’s annual self-assessment process, it assesses its performance as to all aspects of the selection and nomination process for directors, including diversity. Based on the experience, qualifications, attributes and skills of our Director nominees as highlighted herein, our Governance Committee has concluded that such Director nominees should continue to serve on the Board. 2017 Proxy Statement      15 Table of Contents Corporate Governance Majority Voting Standard in Director Elections Our By-laws provide that the voting standard for the election of directors in uncontested elections is a majority of votes cast. Any directorDirector who does not receive a majority of the votes cast for their election must tender an irrevocable resignation that will become effective upon acceptance by the Board. The Governance Committee will recommend to the Board whether to accept the Director’s resignation within 90 days following the certification of the stockholder vote. The Board will promptly disclose whether it has accepted or rejected the Director’s resignation, and the reasons for its decision, in a Form 8-K. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a Director’s resignation. Our Corporate Governance Guidelines contain additional specifics regarding our Director resignation policy. See “Helpful Resources” on page 78.74. How Stockholders Can Propose Director Candidates Recommendations to Governance Committee.Committee Stockholders may recommend individuals to the Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the Company’s common stock for at least a year as of the date such recommendation is made. Such recommendations should be sent to the Corporate Secretary. See “Helpful Resources” on page 78. The Governance Committee evaluates stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. Stockholder sends to the Company’s Secretary: ●Name(s) of proposed director candidate(s) ●Appropriate biographical information and background materials ●Statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the Company’s common stock for at least a year   Governance Committee evaluates stockholder-proposed director candidates in substantially the same manner, including both process and criteria, as it follows for candidates submitted by others. See “Director Recruitment and Selection Process” on page 14. Nominations by Proxy Access.Access 3%for3 years One or more stockholders holding at least 3% of the Company’s common stock for at least 3 years may submit director nominees to include in the Company’s proxy statement. 25%of the Board Stockholder-submitted nominees may be submitted via proxy access for up to 25% of the Board or 2 directors, whichever is greater. Stockholder-submitted nominations that satisfy the requirements in the Company’s By-laws are included in the Company’s proxy statement. See “Director Nominees via Proxy Access” on page 60. Board Leadership Structure Separate Chairman and CEO The Company’s board leadership structure has separated the Chairman and CEO roles since December 2003. Currently, Mr. Klein serves as Chairman and Mr. D’Souza as CEO. The Board evaluates its leadership structure on an ongoing basis based on factors such as the experience of the applicable individuals and the current business environment of the Company. After considering these factors, the Board, at its meeting following the 2017 Annual Meeting, determined that continuing to separate the positions of Chairman and CEO was the appropriate board leadership structure. 16    Our By-laws provide that stockholders satisfying certain ownership and holding period requirements with respect to our common stock and other requirements may nominate directors for inclusion in our proxy statement. See “Director Nominees via Proxy Access” on page 53.Cognizant Technology Solutions Corporation Table of Contents THE BOARD’S ROLE AND RESPONSIBILITIESBoard Role in Risk Oversight Board Leadership Structure The Company’s board leadership structure has separated the Chairman and CEO roles since December 2003. Currently, Mr. Klein serves as Chairman and Mr. D’Souza as CEO. The Board evaluates its leadership structure on an ongoing basis based on factors such as the experience of the applicable individuals and the current business environment of the Company. After considering these factors, the Board determined that continuing to separate the positions of Chairman and CEO is the appropriate board leadership structure at this time. Board Role in Risk Oversight Our business faces various risks, including strategic, financial, legal, regulatory, operational, accounting, data / cyber security and reputational risks. While management is responsible for the day-to-day management of the various risks facing the Company, the Board plays an active role in the oversight of the Company’s risk management practices and business risks. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company. The Board exercises its oversight responsibility for risk management both directly and through its standing committees: ● The Audit Committee reviews and discusses with management the Company’s enterprise risk and risk management framework and the process for identifying, assessing, and monitoring key business risks. In addition, the Audit Committee reviews with the Company’s independent auditor significant risks and uncertainties with respect to the quality, accuracy or fairness of presentation of the Company’s financial statements; ● TheCompensation Committee annually reviews and determines whether any of the Company’s compensation policies and practices for employees create risks that are reasonably likely to have a material adverse effect on the Company, and generally oversees risks relating to the Company’s compensation practices; and ● TheGovernance Committee oversees risks related to the Company’s governance structure and processes, and assists the Board in succession planning for its CEO and other senior executives, including an emergency succession plan for the CEO. In carrying out its oversight responsibilities,the entire Board: ● Receives reports from management and the Board committees regarding the most significant risks facing the Company and their potential impact, including strategic, financial, and execution risks and exposures associated with our business strategy, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions or divestitures; ● Evaluates any such risks and the steps management is taking to manage those risks; ● Reviews and discusses with management the practices theCompany has implemented to assess and mitigate risk and possible enhancement to these practices; ● Evaluates what level of risk is appropriate for the Company; and ● Encourages management to promote a corporate culture that integrates risk management into the Company’s corporate strategy and day-to-day business operations in a way that is consistent with the Company’s targeted risk profile. 16      Cognizant Technology Solutions Corporation Table of Contents Corporate Governance committees. We believe that our approach to risk oversightthis division of responsibilities optimizes ourthe Board’s ability to address risks in a focused and proactive manner, assess inter-relationshipsinterrelationships among the various risks we face and make informed cost-benefit decisions and approach emerging risks in a proactive manner. The Board believes that its role in the oversight of the Company’s risks complements our current Board structure as ourstructuredecisions. In addition, we believe this division allows our independent Directors, through our three fully independent Board committees,Audit Committee, Compensation Committee and Governance Committee and our majority independent Financial Policy Committee, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls. Management provides regular updates to the Board or relevant committees on risk exposures and mitigation efforts.         Board of Directors The Board is kept informed of its committees’ risk oversight and other activities through reports of the committee chairs to the full Board. These reports are presented at regular Board meetings. In addition to addressing risk topics referred to it by its committees, the Board addresses certain risk topics directly, including the following: ●Business strategy, including with respect to growth both organically and through acquisitions. ●Security, including physical and data / cyber security (with support from the Audit Committee). ●Executive leadership development and succession planning, including an emergency succession plan for the CEO (with support from the Governance Committee). ●Financial risk, including Treasury matters such as incurrence of indebtedness and hedging. Corporate Audit Committee Oversees the following risk topics: ●Overall risk management framework and processes, including through oversight of our Enterprise Risk Management (ERM) program. The Company’s Chief Internal Auditor manages the ERM program and helps ensure that ERM is integrated into the Company’s strategic and operational planning process. The committee’s meetings throughout the year include discussions of individual risk areas and quarterly updates on the overall ERM process. ●Accounting and internal controls, with quarterly reports from and private sessions with our independent registered public accounting firm and Chief Internal Auditor. ●Compliance, including with respect to our Code of Ethics and whistleblower / hotline procedures. ●Security risks, including physical and data / cyber security (supports the full Board). ●Operational risks, including infrastructure, talent supply chain, business continuity and scalability of our processes and systems. ●Legal and regulatory risks, including third party contractual risks, intellectual property matters and compliance with data privacy laws. ●Geopolitical risks, including changes in laws and regulations. Compensation Committee Oversees the Company’s compensation policies and practices, including a review, as part of its annual process of determining executive compensation, of the incentives created by the Company’s incentive compensation programs to ensure that such incentives are appropriate and do not encourage undue risk taking, and that the compensation policies and practices as a whole are not reasonably likely to have a material adverse effect on the Company. Financial Policy Committee Oversees the following risk topics: ●Operating margins and execution of the Company’s margin improvement plan. ●Capital structure and allocation. Governance PoliciesCommittee Oversees the following risk topics: ●Board governance structure and Practicesprocesses. ●Succession planning, including an emergency succession plan for the CEO (supports the full Board). Management Management is responsible for the day-to-day management of the various risks facing the Company, and provides regular updates to the Board or relevant committees on risk exposures and mitigation efforts. These updates include regular reports from executives with responsibility for various aspects of the Company’s business or functions. The Board is informed of major or notable developments that could affect the Company’s risk profile or other aspects of the business. 2018 Proxy Statement   17 Table of Contents Corporate Governance GuidelinesCommittees of the Board The Board has adopted Corporate Governance Guidelines to assist it infour standing committees — the exercise of its duties and responsibilities to the Company and its stockholders. The Guidelines provide a framework for the conduct of the Board’s business and are integral to an effective corporate governance program. See “Helpful Resources” on page 78. Code of Ethics We have a Code of Ethics that applies to all of our Directors, officers and employees. See “Helpful Resources” on page 78. We will post on our website all disclosures that are required by law or NASDAQ listing standards concerning any amendments to, or waivers from, any provision of our Code of Ethics. Limits on Director Service on Other Public Company Boards Under our Corporate Governance Guidelines, service by Company Directors on public company boards is limited to no more than five, including the Cognizant Board. For any Director who is also a public company CEO, the limit is three (including the Cognizant Board). This practice is to ensure that our Directors have sufficient time to devote to Cognizant matters. Certain Relationships and Related Person Transactions Review of Related Person Transactions The Audit Committee of the Company is responsible for reviewing and approving all transactions between us and any related person that are required to be disclosed pursuant to Item 404 of Regulation S-K. Related persons can include any of our Directors or executive officers, certain of our stockholders, and any of their immediate family members. The Audit Committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interests of the Company. The Company’s legal staff is primarily responsible for monitoring and obtaining information from our Directors and executive officers with respect to potential related person transactions, and for then determining, based on the facts and circumstances, whether the related person has a direct or indirect material interest in any transaction with us. Each year, to help our legal staff identify related person transactions, we require each of our Directors, Director nominees and executive officers to complete a disclosure questionnaire identifying any transactions with us in which the officer or Director or their family members have an interest. In addition, our Code of Ethics requires all Directors, officers and employees who may have a potential or apparent conflict of interest to, in the case of employees, notify our Chief Compliance Officer or General Counsel, or in the case of executive officers and Directors, notify our General Counsel or the Board. See “Helpful Resources” on page 78. 2016 Transactions with Related Persons Brackett B. Denniston III, who became our Interim General Counsel and an executive officer of the Company on December 2, 2016, is also a Senior Counsel at the law firm of Goodwin Procter LLP (“Goodwin”). During the year ended December 31, 2016, Goodwin performed legal services for the Company for which it was paid approximately $2.0 million in the aggregate. Goodwin has continued to perform such legal services during 2017 for which it has been or will be paid approximately $1.4 million for legal services through March 31, 2017. Fees for the services of Goodwin attorneys, including Mr. Denniston, will be paid by us at rates that are generally consistent with rates regularly charged by the firm to other clients. Mr. Denniston does not have a direct interest in the payment of such fees, but has an indirect interest in such fees as an employee of the law firm. Mr. Denniston does not review or approve any invoices for payments to Goodwin. The provision of legal services by Goodwin was reviewed and approved by our Audit Committee at the time Mr. Denniston was appointed an executive officer of the Company. Other than the matter described above and such other matters disclosed herein under “Compensation” starting on page 22, there have been no related person transactions since January 1, 2016. Communications to the Board from Stockholders Under procedures approved by a majority of the independent Directors, our Chairman, Corporate Secretary and General Counsel are primarily responsible for monitoring communications from stockholders and, if they relate to important substantive matters and include suggestions or comments that our Chairman, Corporate Secretary and General Counsel consider to be important for the Directors to know, providing copies or summaries to the other Directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board, our Corporate Secretary or our General Counsel. See “Helpful Resources” on page 78. 2017 Proxy Statement      17 Table of Contents Corporate Governance COMMITTEES OF THE BOARD The Board has three standing committees-the Audit Committee, Compensation Committee, Financial Policy Committee and Governance Committee-eachCommittee — each of which operates under a charter that has been approved by the Board. See “Helpful Resources” on page 78.74. Audit Committee      AC  No. of Meetings in 2016: 15 Composition Zein Abdalla Maureen Breakiron-Evans (Chair) Jonathan Chadwick John E. Klein Leo S. Mackay, Jr. Thomas M. Wendel Key Responsibilities ●Directly overseeing our independent registered public accounting firm, including appointment, termination, qualifications and independence, and pre-approval of the scope and fees of the annual audit and any other services, including review, attest and non-audit services; ●Reviewing and discussing the contents of our quarterly and annual consolidated financial statements and earnings releases with management and the independent registered public accounting firm; ●Recommending to the Board inclusion of our audited financial statements in our Annual Report on Form 10-K; ●Monitoring our internal control over financial reporting, disclosure controls and procedures, and Code of Ethics; ●Reviewing and discussing the internal audit process, scope of activities and audit results with our internal audit department; and ●Reviewing and discussing with management our risk management framework and processes.processes, including through oversight of our ERM program; ●Supporting the Board in the oversight of security risks, including physical and data / cyber security, which oversight includes the receipt and review of periodic evaluations of the Company’s security processes and procedures from independent experts; and ●Overseeing a number of additional risk topics, including compliance, operational, legal, regulatory and geopolitical risks. Maureen Breakiron-Evans (Chair) Other Members Zein Abdalla Jonathan Chadwick John E. Klein Leo S. Mackay, Jr. Joseph M. Velli No. of Meetings in 2017:11 Audit Committee Financial Experts The Board has determined that each of Ms. Breakiron-Evans and Mr. Chadwick is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Compensation Committee      CC  No. of Meetings in 2016: 5 Composition John N. Fox, Jr. (Chair) John E. Klein Michael Patsalos-Fox Robert E. Weissman Key Responsibilities ●Making recommendations to the Board with respect to the compensation of our CEO; ●Reviewing and approving, or making recommendations to the Board with respect to, the compensation of our other executive officers; ●Overseeing evaluations of our senior executives; ●Reviewing and making recommendations to the Board with respect to our incentive compensation arrangements, including an annual review to ensure that such compensation arrangements do not encourage unnecessary risk taking; ●Reviewing and making recommendations to the Board with respect to Director compensation; and ●Assisting the Board in the discharge of any other responsibilities relating to the compensation of our executive officers. Governance Committee No. of Meetings in 2016: 5 Composition Zein Abdalla Maureen Breakiron-Evans John N. Fox, Jr. (Chair) Other Members Betsy S. Atkins John E. Klein Michael Patsalos-Fox (Chair) Robert E. Weissman Thomas M. Wendel No. of Meetings in 2017:5 18   Cognizant Technology Solutions Corporation Table of Contents Financial Policy Committee  FPC  Key Responsibilities ●Evaluating the Company’s operating margins; ●Assisting and advising the Board on the development of and potential revisions to the Company’s long-term margin improvement plan; ●Monitoring and evaluating the implementation of such margin improvement plan; and ●Evaluating and providing the Board with recommendations regarding the Company’s capital structure and capital allocation policies and strategy. Francisco D’Souza (Chair) Other Members Betsy S. Atkins John M. Dineen Michael Patsalos-Fox No. of Meetings in 2017:3 Governance Committee  GC  Key Responsibilities ●Recommending to the Board the persons to be nominated for election as Directors and to be appointed to each of the Board’s committees; ●Reviewing the Directors’ other positions and obligations annually to ensure they have sufficient time to devote to Company matters; ●Assisting the Board in succession planning for the CEO (including emergency succession plans), other senior executives and Board positions; ●Developing and recommending to the Board revisions to our Corporate Governance Guidelines; and ●Overseeing an annual evaluation of the Board. Michael Patsalos-Fox (Chair) Other Members Zein Abdalla Maureen Breakiron-Evans John M. Dineen John N. Fox, Jr. John E. Klein No. of Meetings in 2017:5 18      Cognizant Technology Solutions Corporation Table of Contents Corporate Governance DIRECTOR ATTENDANCEDirector Attendance There were 169 meetings of the Board during 2016.2017. Each Director standing for election at the Annual Meeting attended at least 80%95% of the aggregate of (i) all meetings of the Board held during the period in which he or she served as a Director and (ii) the total number of meetings held by the committees on which he or she served during the period, if applicable. Our Corporate Governance Guidelines provide that Directors are expected to attend the annual meeting of stockholders. For the 20162017 Annual Meeting, Mr. D’Souza acted as Chairman and all but two of the 11 then current Directors attended (participating by teleconference). Strong Director Engagement Overall attendance at 2016 meetings DIRECTOR COMPENSATIONAverage Director nominee attendance at 2017 meetings Board100% Audit Committee98% Financial Policy Committee100% Compensation CommitteeDiscussion and Analysis100% Governance Committee 100% 2018 Proxy Statement   19 Table of Contents Director Compensation Discussion and Analysis The Company uses cash and stock-based compensation to attract and retain qualified individuals to serve on the Board. The Company sets compensation for directorsDirectors who are not our employees or the employees of any of our subsidiaries (“non-employee Directors”) in light oftaking into account the time commitment and experience level expected of its Directors. A Director who is an employee of the Company or any of its subsidiaries receives no cash or stock-based compensation for serving as a Director. Engagement of Compensation Consultant For purposes of establishing non-employee Director compensation, the Compensation Committee engaged Pay Governance, LLC (“Pay Governance”), an independent executive compensation advisory firm, in 20152017 to review all elements of non-employee Director compensation, benchmark such compensation in relation to othercomparableother comparable companies with which we compete for Board talent and provide recommendations to ensure that our non-employee Director compensation program remains competitive. Pay Governance benchmarked our non-employee Director compensation against the same group of technology-related firms used by Pay Governance in preparing its recommendations to the Compensation Committee in determining stock-based awards for executive officers. See “Compensation Committee and Engagement of Compensation Consultant” and “Peer Group”Group and Market Data” on page 24. 28. Director Compensation Analysis and Changes for 2017 The Compensation Committee considered the benchmarking data and recommendations of Pay Governance in setting the 2016 cash and stock-based compensation of non-employee Directors set forth below.that became effective following the 2017 Annual Meeting. Analysis Compensation Actions for 2017 Company total Director compensation at the50thpercentilevs. Company peer group No change to total Director compensationvs. 2016 Companymix of 50% stock options and 50% RSUs differed from peer group companies, which predominantly issued equity in the form of full value shares or RSUs Stock-based compensation issued 100% in RSUs(no stock options) Companyvesting provisions of stock-based compensation significantly longer than at peer group companies ●Company-issued options vested over 2 years and RSUs vested over 3 years ●Peer group companies split between immediate (full value shares issued) and 100% vesting on the first anniversary of the grant date RSUs issued provide for100% vesting on the first anniversary of the grant date The additional annual Board and committee chair retainers, provided to certain of the chairs in recognition of the increased workload and responsibilities associated with the positions, and the meeting fees were left unchanged in 2017. Both the retainers and meeting fees were analyzed by Pay Governance and, in the case of the retainers, revised in 2016. 2017 Director Compensation Structure Annual Retainer / Equity Grants to All Non-Employee Directors1 Annual Cash Retainer $90,000 Stock Options $105,000 ● Fair market value on date of grant ● 50% vesting on each of 1stand 2ndanniversaries of grant date RSUs $105,000 ● Fair market value on date of grant ● 1/3rdvesting on each of 1st, 2ndand 3rdanniversaries of grant date $300,000 Additional Annual Board and Committee Chair Retainers1 Board         Audit         Compensation         Governance $150,000 $25,000 $15,000 $15,000   Recognize the increased workload and responsibilities associated with these positions. Meeting Fees Board Meetings Committee Meetings No meeting fees $1,500 per meeting (excluding telephonic meetings of 30 minutes or less) Annual Non-Employee Director Compensation1       Additional Annual Board and Committee Chair Retainers1       Meeting Fees for Non-Employee Directors Annual Cash Retainer $90,000 Board $150,000 Board Meetings No meeting fees RSUs $210,000 Audit $25,000 ●Fair market value on grant date ●100% vesting on the first anniversary of the grant date Compensation $15,000 Committee Meetings $1,500 per meeting (excluding telephonic meetings of 30 minutes or less) Financial Policy — Governance $15,000 Total $300,000 1 Paid in advance following annual meeting of stockholders. Directors joining mid-year receive pro-rated amounts. Upon a Director’s retirement while in good standing, the Board’s intent is to utilize its discretion to accelerate the vesting of such Director’s outstanding stock-based awards. The Directors will have a limited period in which to exercise their vested options following cessation of Board service. 2017 Proxy Statement      19 20   Cognizant Technology Solutions Corporation Table of Contents Corporate Governance Director Stock Ownership Guidelines Directors 5x 5xannual cash retainer ($450,000 in shares of common stock) The Company adopted revised stock ownership guidelines in March 2017 to further align Director interests with those of stockholders. Under the revised guidelines, each non-employee Director is required over time to hold a number of shares with a value, measured as of the time the revised guidelines were put in place or, for later joining Directors, the time a Director joins the Board, equal to five times the annual cash retainer received by non-employee Directors (i.e., $450,000 in shares of common stock) . Compliance with the guidelines is required within five years of a Director joining the Board. The Company adopted revised stock ownership guidelines in March 2017 to further align Director interests with those of stockholders. Under the revised guidelines, each non-employee Director is required to hold a number of shares with a value, measured as of the time the revised guidelines were put in place or, for later joining Directors, the time a Director joins the Board, equal to five times the annual cash retainer received by non-employee Directors (i.e., $450,000 in shares of common stock). Compliance with the guidelines is required within five years of a Director joining the Board. Hedging, Short Sale, Margin Account and Pledging Prohibitions All Directors are subject to the same insider trading policies of the Company that apply to employees that provide for: ● No hedging or speculation with respect to Cognizant securities; ● No short sales of Cognizant securities; ● No margin accounts with Cognizant securities; and ● LimitedNo pledging of Cognizant securities. See “Hedging, Short Sale, Margin Account and Pledging Prohibitions” on page 3035 for additional information on these restrictions. Deferral of Restricted Stock Units Non-employee Directors may on a yearly basis elect to defer settlement of RSUs that are granted in the subsequent year. The following table sets forth the two deferral options available, and the Directors that elected such deferral options, in 2016.for 2017. RSUs Deferred Until Earliest to Occur of Company Change in Control Director’s Death or Permanent Disability Director Leaves the Board Directors Electing Option Option 1 100% settles on next July 1 Atkins, Dineen, Weissman Option 2 1/3rdsettles on each of next three July 1sts Breakiron-Evans, Fox, Klein, Wendel = immediate settlement Director Tables 2018 Proxy Statement     21 Table of Contents Director Tables The following tables set forth certain information regarding the compensation of each of our Directors who served during 20162017 and the aggregate number of stock awards and the aggregate number of stock options held by each of our Directors at December 31, 2016.2017. 2016 Director Compensation Director Stock and Option Awards Outstanding 2017 Director Compensation Director Stock and Option Awards Outstanding Name Fees Earned or Paid in Cash Stock Awards1 Option Awards1 All Other Compensation Total Aggregate Number of Stock Awards3 Aggregate Number of Stock Options Fees Earned or Paid in Cash    Stock Awards1    Option Awards1    All Other Compensation    Total    Aggregate Number of Stock Awards2    Aggregate Number of Stock Options Zein Abdalla         $114,000         $104,949         $104,998         —         $323,947      2,554         11,294      $ 108,000 $  209,987 — — $ 317,987 4,707 11,294 Betsy S. Atkins $ 112,993 $ 233,795 $ 23,863 — $ 370,651 3,536 1,827 Maureen Breakiron-Evans $140,500 $104,949 $104,998 — $350,447 20,255 93,324 $ 133,000 $ 209,987 — — $ 342,987 23,391 73,324 Jonathan Chadwick2 $118,315 $120,470 $120,517 — $359,302 2,018 7,924 Jonathan Chadwick $ 102,000 $ 209,987 — — $ 311,987 4,482 7,924 John M. Dineen $ 112,993 $ 233,795 $ 23,863 — $ 370,651 3,536 1,827 John N. Fox, Jr. $103,500 $104,949 $104,998 — $313,447 3,514 93,324 $ 118,500 $ 209,987 — — $  328,487 5,430 33,324 John E. Klein $285,000 $104,949 $104,998 — $494,947 8,505 33,324 $ 265,500 $ 209,987 — — $ 475,487 11,641 21,764 Leo S. Mackay, Jr. $106,500 $104,949 $104,998 — $316,447 8,020 27,544 $ 100,500 $ 209,987 — — $ 310,487 9,350 13,297 Lakshmi Narayanan $90,000 $104,949 $104,998 — $299,947 3,514 43,324 Lakshmi Narayanan3 — $ 154,639 $ 152,171 — $ 306,809 — — Michael Patsalos-Fox $103,500 $104,949 $104,998 — $313,447 9,092 53,324 $ 123,000 $ 209,987 — — $ 332,987 10,422 53,324 Robert E. Weissman $118,500 $104,949 $104,998 — $328,447 8,505 93,324 Thomas M. Wendel $115,500 $104,949 $104,998 — $325,447 8,505 58,324 Joseph M. Velli $ 43,397 $ 101,245 — — $ 144,642 1,417 — Robert E. Weissman4 $ 100,500 $ 557,763 $ 65,589 — $ 723,852 11,641 21,764 Thomas M. Wendel3 $ 7,500 $ 154,639 $  152,171 — $ 314,309 5,671 — 1 Represents the aggregate grant date fair value of RSUs and stock options granted in the 20162017 fiscal year under the 2009 Plan and the 2017 Plan, determined in accordance with FASB ASC Topic 718. All Directors listed received an award of 1,7603,136 RSUs with a grant date fair value of $59.63$66.96 per share, except for Messrs. Narayanan and Wendel, who did not stand for reelection to the Board at the 2017 Annual Meeting, and Mr. Velli, who received an award of 1,417 RSUs with a grant date fair value of $71.45 per share upon his joining the Board on December 12, 2017 (representing a pro-rated equity award for the portion of the year that he is expected serve prior to the 2018 Annual Meeting). Ms. Atkins and Ms. Dineen also received additional awards of 400 RSUs with a grant date fair value of $59.52 per share and an award of 6,9261,827 stock options with a grant date fair value of $15.16 per share. Mr. Chadwick also received an award of 258 RSUs with a grant date fair value of $60.16$13.06 per share and an awardupon their election to the Board on April 1, 2017 (representing pro-rated equity awards for the portion of 998 stock options with a grant date fair value of $15.55 per share. See Footnote 2 below.the year they served prior to the 2017 Annual Meeting). The reported dollar amounts do not take into account any estimated forfeitures related to continued service vesting requirements. For information regarding assumptions underlying the valuation of equity awards, see Note 1516 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017. 2 Mr. Chadwick was elected to the Board on April 9, 2016 and, as such, he received additional pro-rated fees and equity awards for the portion of 2016 that he served prior to our 2016 Annual Meeting. 3 Includes the RSUs granted in 20152016 and 2016,2017 with respect to which the settlement has been deferred for some directors,Directors, as described above. Also includes deferred stock unitsRSUs granted in prior years held by Ms. Breakiron-Evans (11,750)(18,547), Mr. Fox (586), Mr. Klein (6,797), Mr. Mackay, Jr. (4,506) and Mr. Patsalos-Fox (5,578) to be settled upon the Director’s termination of service on the Board. For Mr. Weissman, is comprised of 11,641 RSUs that will be settled on July 1, 2018. For Mr. Wendel, is comprised of 5,671 RSUs that will be settled in equal parts on July 1, 2018 and July 1, 2019. 20     3 Cognizant Technology Solutions CorporationMessrs. Narayanan and Wendel did not stand for re-election as Directors at the 2017 Annual Meeting held on June 6, 2017. The amounts shown under “Stock Awards” and “Option Awards” reflect the fair market value of unvested RSUs and stock options, respectively, held by Messrs. Narayanan and Wendel the vesting of which the Board, in its discretion, determined to accelerate immediately prior to the 2017 Annual Meeting. Table of Contents STOCK OWNERSHIP INFORMATION4 Mr. Weissman retired from the Board on December 14, 2017. The amounts shown under “Stock Awards” and “Option Awards” include the fair market value of unvested RSUs ($347,776, reflected under “Stock Awards”) and stock options ($65,589, reflected under “Option Awards”) held by Mr. Weissman the vesting of which the Board, in its discretion, determined to accelerate upon his retirement. COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS TABLE22     Cognizant Technology Solutions Corporation Table of Contents Other Board and Corporate Governance Information Corporate Governance Policies and Practices Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines to assist it in the exercise of its duties and responsibilities to the Company and its stockholders. The guidelines provide a framework for the conduct of the Board’s business and are integral to an effective corporate governance program. See “Helpful Resources” on page 74. Code of Ethics We have a Code of Ethics that applies to all of our Directors, officers and employees. See “Helpful Resources” on page 74. We will post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of our Code of Ethics. Limits on Director Service on Other Public Company Boards Under our Corporate Governance Guidelines, service by Directors on public company boards is limited to no more than four, not including the Cognizant Board. For any Director who is also a public company CEO, the limit is two, not including the Cognizant Board. This practice is to ensure that our Directors have sufficient time to devote to Cognizant matters. Certain Relationships and Related Person Transactions Review of Related Person Transactions The Audit Committee is responsible for reviewing and approving all transactions between the Company and any related person that are required to be disclosed pursuant to Item 404 of Regulation S-K. Related persons can include any of our Directors or executive officers, certain of our stockholders, and any of their immediate family members. The Audit Committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interests of the Company. The Company’s legal staff is primarily responsible for monitoring and obtaining information from our Directors and executive officers with respect to potential related person transactions, and for then determining, based on the facts and circumstances, whether the related person has a direct or indirect material interest in any transaction with us. Each year, to help our legal staff identify related person transactions, we require each of our Directors, Director nominees and executive officers to complete a disclosure questionnaire identifying any transactions with us in which the officer or Director or their family members have an interest. In addition, our Code of Ethics requires all Directors, officers and employees who may have a potential or apparent conflict of interest to, in the case of employees, notify our Chief Compliance Officer or General Counsel, or in the case of Directors and executive officers, notify our General Counsel or the Board. See “Helpful Resources” on page 74. 2017 Transactions with Related Persons Brackett B. Denniston III, who served as our Interim General Counsel and an executive officer of the Company from December 2, 2016 until May 15, 2017, is, and was during such period, a Senior Counsel at the law firm of Goodwin Procter LLP (“Goodwin”). During the fiscal year ended December 31, 2017, Goodwin performed legal services for the Company for which it was paid approximately $4.3 million in the aggregate. Fees for the services of Goodwin attorneys, including Mr. Denniston, were paid by us at rates that were generally consistent with rates regularly charged by the firm to other clients. Mr. Denniston did not have a direct interest in the payment of such fees, but had an indirect interest in such fees as an employee of the law firm. Mr. Denniston did not review or approve any invoices for payments to Goodwin. The provision of legal services by Goodwin was reviewed and approved by the Audit Committee. Other than the matter described above and such other matters disclosed herein under “Compensation” starting on page 26, there have been no related person transactions since January 1, 2017. Communications to the Board from Stockholders How you can communicate concerns to our Directors Under procedures approved by a majority of our independent Directors, our Chairman and our General Counsel and Secretary are primarily responsible for monitoring communications from stockholders and, if they relate to important substantive matters and include suggestions or comments that our Chairman and General Counsel and Secretary consider to be important for the Directors to know, providing copies or summaries to the other Directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board or our General Counsel and Secretary. See “Helpful Resources” on page 74. 2018 Proxy Statement     23 Table of Contents Common Stock and Total Stock-Based Holdings Table The following table sets forth the Cognizant stock-based holdings of our Directors, NEOs, and Directors and executive officers as a group as of March 31, 2017 (September 27, 2016 for Mr. Coburn1),2018, as well as the stock-based holdings of beneficial owners of more than 5% of our common stock as of December 31, 2016.2017. Unless otherwise indicated, the address for the individuals below is our address. Each Common Stock Directors     Stock     Options     Total     % Outstanding Zein Abdalla 967 7,831 16,968 * Betsy S. Atkins — 913 5,363 * Maureen Breakiron-Evans 255 29,861 56,970 * Jonathan Chadwick 758 4,461 13,078 * John M. Dineen — 913 5,363 * John N. Fox, Jr. 35,590 18,301 62,784 * John E. Klein 597,859 18,301 631,264 * Leo S. Mackay, Jr. 6,797 9,834 29,444 * Michael Patsalos-Fox 16,797 49,861 80,543 * Joseph M. Velli 2,500 — 3,917 * Total 661,523 140,276 905,694 *   Common Stock Named Executive Officers Stock Options Total % Outstanding Francisco D’Souza 462,425 — 918,999 * Rajeev Mehta 30,875 — 286,040 * Karen McLoughlin 43,070 — 170,779 * Ramakrishna Prasad Chintamaneni 19,430 — 105,456 * Matthew W. Friedrich — — 78,226 * Total 555,800 — 1,559,500 *   Common Stock Current Directors and Executive Officers Stock Options Total % Outstanding As a group (28 people) 1,652,222 160,276 3,514,644 * 5% Beneficial Owners Common Stock    % Outstanding The Vanguard Group 42,032,743 7.1% BlackRock, Inc. 36,121,482 6.1% * Less than 1% of the total outstanding shares of our common stock. 24     Cognizant Technology Solutions Corporation Table of our Directors and NEOs owns less than 1% of the total outstanding shares of our common stock.Contents       Common Stock       Directors Stock       Options Total Zein Abdalla   277   2,184   14,125 Betsy S. Atkins — — — Maureen Breakiron-Evans   1,075   83,212   114,654 Jonathan Chadwick 86 499 9,942 John M. Dineen   —   —   — John N. Fox, Jr. 19,721 83,212 116,559 John E. Klein   609,192   23,212   651,021 Leo S. Mackay, Jr. 4,991 17,432 40,555 Lakshmi Narayanan   87,950   33,212   134,788 Michael Patsalos-Fox 14,991 43,212 77,407 Robert E. Weissman   1,026,236   11,652   1,056,505 Thomas M. Wendel 76,000 48,212 142,829        Total   1,840,519   346,039   2,358,385   Common Stock Named Executive Officers Stock Options Total Francisco D’Souza   624,627   480,000   1,605,119 Rajeev Mehta 417,955 — 699,059 Gordon Coburn1   64,572   —   64,572 Karen McLoughlin 37,883 20,000 191,313 Ramakrishna Prasad Chintamaneni   70,231   10,000   160,517 Dharmendra Kumar Sinha 23,448 — 96,839        Total   1,238,716   510,000   2,817,419 Current Directors and Executive Officers       Common Stock       Stock       Options Total As a group (30 people) 3,683,694 896,039 6,368,927 5% Beneficial Owners Common Stock       % Outstanding The Vanguard Group 39,165,838    6.5% BlackRock, Inc. 37,927,303    6.3% 1 Mr. Coburn resigned from the Company on September 27, 2016. Common Stock.This column shows beneficial ownership of our common stock as calculated under SEC rules. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. None of the shares is pledged as security by the named person, although standard brokerage accounts may include non-negotiable provisions regarding set-offs or similar rights. TheStocksubcolumn includes shares directly or indirectly held and shares underlying RSUs that will vest within 60 days. TheOptionssubcolumn includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days. Total.This column shows the individual’s total Cognizant stock-based holdings, including securities shown in the Common Stock column (as described above), plus non-voting interests that cannot be converted into shares of Cognizant common stock within 60 days, including, as appropriate, PSUs, RSUs and stock options. Common Stock and Total.Both columns include the following shares over which the named individual has shared voting and investment power through family trusts or other accounts: D’Souza (242,000), Klein (137,872), and Mehta (207,714) and Wendel (16,000)(30,523). Current Directors and Executives.Executive Officers.This row includes: (1) 2,4522,976 RSUs that vest within 60 days, (2) 896,039160,276 shares that may be acquired under stock options that are or will become exercisable within 60 days, and (3) 604,386169,195 shares of common stock over which there is shared voting and investment power. Current Directors and executive officers as a group do not own more than 1% of the total outstanding shares. 5% Beneficial OwnersOwners.. This table shows shares beneficially owned by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, and The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, as follows: (# of shares)       BlackRock       Vanguard       BlackRock       Vanguard Sole voting power 32,685,036 952,461 30,994,860 839,580 Shared voting power 37,916 107,233 0 134,708 Sole dispositive power 37,889,387 38,121,165 36,121,482 41,077,465 Shared dispositive power 37,916 1,044,673 0 955,278 The foregoing information is based solely on a Schedule 13G/A filed by BlackRock with the SEC on January 23, 2017,29, 2018 and a Schedule 13G/A filed by Vanguard with the SEC on February 10, 2017,9, 2018, as applicable. SECTIONSection 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our Directors, executivecertain officers and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act (collectively, the “Reporting Persons”) to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to our equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that suchReportingsuch Reporting Persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the year ended December 31, 2016,2017, except that one Form 4 for Mr. KleinChintamaneni, reporting a sale of shares, and one transactionForm 4 for Srinivasan Veeraraghavachary, also reporting a sale of shares, were filed one day late and one charitable gift of shares by Ms. Breakiron-Evans in 2016 that should have been reported on a Form 5 in early 2017 was not timely filed.reported late on a Form 5 in early 2018. 2017 Proxy Statement      21 2018 Proxy Statement   25 Table of Contents Compensation Proposal 2 PROPOSALS 2 AND 3 Advisory Vote on Executive Compensation (Say-on-Pay) ADVISORY VOTES ON EXECUTIVE COMPENSATION (SAY-ON-PAY) AND FREQUENCY OF FUTURE SAY-ON-PAY VOTES (SAY-ON-FREQUENCY) What are you voting on? In accordance with Section 14A of the Exchange Act, we are asking stockholders to vote on an advisory basis on: What are you voting on? ●Say-on-Pay. Approval ofto approve the compensation paid to our NEOs, as described in this proxy statement. (Proposal 2) ●Say-on-Frequency. Approval of the frequency of future say-on-pay votes. (Proposal 3) The Board unanimously recommends a voteFOR the approval, on an advisory (non-binding) basis, of our executive compensation. Resolution Stockholders are being askedAre Being Asked to Approve RESOLVED, that the stockholders of Cognizant Technology Solutions Corporation approve, on an advisory basis, the compensation of the Company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K in the Company’s definitive proxy statement for the 2017 2018 Annual Meeting of Stockholders. The Board unanimously recommends that stockholders vote1 YEARBackground on the frequency of future advisory votes on our executive compensation. Stockholders have four options for voting on Proposal 3: 1 year; 94% votes cast “FOR” Say-on-Pay at 2017 Annual Meeting         3 years; or 2 years; Abstain. The Dodd-Frank Act requires that our stockholders have the opportunity to cast an advisory vote on executive compensation at annual meetings, commonly referred to as a “Say-on-Pay” vote, at least once every three years. At the 2011 Annual Meeting and again at the 2017 Annual Meeting, the Company’s stockholders voted, on an advisory basis, on the frequency of the Say-on-Pay vote, in both instances voting in favor of the holding of a Say-on-Pay vote every year. A Say-on-Pay vote was first held at the 2011 Annual Meeting and has been held at each subsequent annual meeting. Holding the Say on Pay vote every year gives the stockholders the opportunity to provide direct and frequent feedback on our compensation philosophy, policies and procedures. The next Say-on-Pay vote will occur in 2019. Background The Dodd-Frank Act requires that our stockholders have the opportunity to cast an advisory vote on executive compensation at annual meetings, commonly referred to as a “Say-on-Pay” vote, at least once every three years. At the 2011 Annual Meeting, the Company’s stockholders voted, on an advisory basis, commonly referred to as a “Say-on-Frequency” vote, that the Say-on-Pay vote occur every year. A Say-on-Pay vote has been held at each subsequent annual meeting. The Say-on-Pay vote is a non-binding vote on the compensation of our NEOs, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this proxy statement. Please read the “Compensation Discussion and Analysis” section starting on page 2327 for a detailed discussion about our executive compensation programs and compensation philosophy, including information about the fiscal 20162017 compensation of our NEOs. We are holding a Say-on-Frequency vote this year as the last such vote was at the 2011 Annual Meeting and the Dodd-Frank Act requires that stockholders have the opportunity to hold such a vote at least onceevery six years. The Board recommends continuing to hold the Say-on-Pay vote every year to give stockholders the opportunity to provide direct and frequent feedback on our compensation philosophy, policies and procedures. The votes solicited by these Proposalsthis Proposal 2 and 3 are advisory, and therefore are not binding on the Company, the Board or the Compensation Committee. The outcomes of the votes will not require the Company, the Board or the Compensation Committee to take any actions, and will not be construed as overruling any decision by the Company or the Board. Furthermore, because Proposal 2 primarily relates to the compensation of our NEOs that has already been paid or contractually committed, there is generally no opportunity for us to revisit these decisions. However, the Board, including the Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns. 22      Cognizant Technology Solutions Corporation 26   Cognizant Technology Solutions Corporation Table of Contents Compensation COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis This Compensation Discussion and Analysis section describes the general objectives, principles and philosophy of the Company’s executive compensation program, focused primarily on the compensation of our NEOs. Overview of Executive Compensation Program Overview of Executive Compensation Program Compensation Committee The Compensation Committee oversees and administers our executive compensation program, including the evaluation and approval of compensation plans, policies and programs offered to our NEOs. The Compensation Committee operates under a written charter adopted by the Board and is comprised entirely of independent, non-employee directors as determined in accordance with various NASDAQ,Nasdaq and SEC and IRC rules. The Compensation Committee has the authority to engage its own independent advisor to assist in carrying out its responsibilities under its charter. Key Program Features The following tables summarize key elements of our executive compensation program and where they are described in the Compensation Discussion and Analysis section. What We Do                                                     See Page No.       Pay for performance 25 Use appropriate peer groups when establishing compensation 24 Retain an independent external compensation consultant 24 Set significant stock ownership guidelines for executives 30 Include a clawback policy in our incentive plans 31 Utilize “double trigger” provisions for plans that contemplate a change in control 38                                                     What We Don’t Do See Page No.  Pay for performance, with high percentages of performance-based and long-term equity compensation See page 29  No hedging or speculation with respect to Cognizant securities 30See page 35  Use appropriate peer groups and market data when establishing compensation See page 28  No short sales of Cognizant securities See page 35  Retain an independent external compensation consultant See page 28 30  No margin accounts with Cognizant securities 30See page 35  Set significant stock ownership guidelines for executives See page 34  No pledging of Cognizant securities See page 35  Maintain a strong clawback policy See page 35  No tax “gross ups” on severance benefits See page 36  Utilize “double trigger” change in control provisions See page 42 32 Program Objectives The Compensation Committee has designed the executive compensation program for our NEOs to meet the following objectives: ● Ensure executive compensation is aligned with our corporate strategies and business objectives and that potential realizable compensation is set relative to each executive’s level of responsibility and potential impact on our performance; ● A Tie a substantial portion of an executive officer’sofficer compensation is subject to achieving both short-term and long-term performance objectives that enhance stockholder value; ● Reinforce the importance of meeting and exceeding identifiable and measurable goals through superior awards for superior performance; ● Provide total direct compensation that is competitive in markets in which we compete for management talent in order to attract, retain and motivate the best possible executive talent; ● Provide an incentive for long-term continued employment with our Company; and ● Reinforce our desired culture and unique corporate environment by fostering a sense of ownership, urgency and overall entrepreneurial spirit. 2016 Company Performance and Impact on Compensation Program The Compensation Committee set 2017 executive compensation in March 2017, except with respect to Mr. Friedrich, who joined the Company demonstrated continued strong performance for 2016in May 2017. The Compensation Committee’s decisions with year-over-year revenue growth of 8.6%. Key drivers of that growth were:respect to 2017 executive compensation were primarily based on: ● Solid The Company’s performance across all of our business segments:           Business Segment       Year-over-Year Revenue Growth       % of 2016 Revenue Financial Services 7.3% 39.8% Healthcare 5.5% 28.7%   Manufacturing/Retail/            Logistics 13.5% 19.7% Other 13.5% 11.8% The performanceduring 2017, 2016 and in Financial Services was negatively impacted by macroeconomic conditions that reduced demand from banking customers, while the Healthcare segment was adversely impacted by reduced demand caused by uncertainties in the regulatory environment and potential consolidation. previous years, including relative to its industry; ● Sustained strength in the North American market with year-over-year revenue growth of 8.1%. Anticipated and desired Company performance for 2017 and 2018 based on Company and industry projections and Company goals; ● Continued penetration of the European market with year-over-year revenue growth of 6.8% after a negative currency impact of 6.5%. Individual executive performance and responsibility; and ● Continued penetration of the Rest of World (primarily the Asia Pacific) market with year-over-year revenue growth of 22.7% after a negative currency impact of 2.5%. ● Increased customer spending on discretionary projects. ● Expansion of our service offerings, including consulting and in our three digital practice areas (Digital Business, Digital Operations and Digital Systems and Technology). ● Continued expansion of the The market for global delivery of technology and business process services. ● Increased penetration at existing customers, including strategic clients.executive talent. The Company’s GAAP operating margin in 2016 decreased to 17.0% from 17.3% in 2015, while non-GAAP Operating Margin decreased to 19.5% from 19.7% in 2015.1 The Compensation Committee took into accountbelieves that the above factorsdesign of the compensation program, including having the appropriate mix of compensation elements and the Company’s performance including relative to the industry, during 2016metrics and in previous years in its compensation decisions. See “Proxy Statement Summary” startingtargets, has a significant impact on page 1 for more information about the performance-based compensation targets set for, and the Company’s actual performance in, previous years.driving Company performance. 1● The performance by the Company in 2015, 2016 and 2017 across the performance metrics and targets selected by the Compensation Committee is set forth under “Aligning Pay with Performance.”  See “Non-GAAP Financial Measures and Forward-Looking Statements” on page 57.6 for further information ● Details of the compensation elements and performance by the Company in 2015, 2016 and 2017 Proxy Statementagainst each of the performance-based compensation elements is set forth under “Direct Compensation of Named Executive Officers.”      23    See page 29 for further information 2018 Proxy Statement   27 Table of Contents Role of Stockholder Say-on-Pay Votes Compensation Role of Stockholder Say-on-Pay Votes The Company provides its stockholders with the opportunity to cast an annual, non-binding advisory vote on executive compensation. At the 20162017 Annual Meeting, approximately 96.0%94% of the votes cast on the Say-on-Pay proposal were voted “FOR” the proposal. In making its decisions regarding executive compensation for 2016,2017, the Compensation Committee considered the significant level of stockholder support for our compensation program has received from stockholders in past years and chose to generally retain the 2015same structure of the executive compensation program, including the ratio of performance-based compensation to all other compensation and the ratio of performance-based equity compensation to time-based equity compensation, while making quantitative adjustments to reflect the performance of the Company and our NEOs in 2016.program. Nevertheless, there were two notable changes to the compensation structure for NEOs made by the Compensation Committee in 2016:2017: ● MoveIncreased non-GAAP EPS weighting in PSUsawarded in 2017 (from 25% to 2-year PSUs. The Company granted PSUs in 2016 with a 2-year performance measurement period (versus 1-year previously)50%), with vestingweighting of 1/3rd at 30 monthsrevenue reduced (from 75% to 50%), to reflect increased Company focus on profitability; and 2/3rds at 36 months, to provide a longer time-horizon to the substantial portion of the performance-based compensation for the NEOs represented by the PSUs. ● Annual RSU grant timing change.changed The Company moved the timing of annual RSU grants for certain NEOs from the fourth quarter of 2016 to the first quarter of 2017 to align with the timing of the Company’s other annual equity grants and other annual compensation decisions by the Compensation Committee. See “Direct Compensation of NEOs”Named Executive Officers” starting on page 25.29. The Compensation Committee will continue to consider the outcome of the Company’s Say-on-Pay votes when making future compensation decisions for the NEOs. The Compensation-Setting Process The Compensation-Setting Process Compensation Committee and Engagement of Compensation Consultant To achieve the objectives of our executive compensation program, the Compensation Committee evaluates our executive compensation program with the goal of setting compensation at levels the Compensation Committeecommittee believes are competitive with those of other technology-related growth companies that compete with us for executive talent. The Compensation Committeecommittee has periodically engaged an independent compensation consultant to provide additional assurance that the Company’s executive compensation program is reasonable and consistent with its objectives. The consultant reports directly to the Compensation Committee, periodically participates in Committeecommittee meetings, and advises the Compensation Committeecommittee with respect to compensation trends and best practices, plan design, and the reasonableness of individual compensation awards. Although the Compensation Committee reviews the compensation practices of our peer companies and other market data as described below, the Compensation Committeecommittee does not adhere to strict formulas or survey data to determine the mix of compensation elements. Instead, as described below, the Compensation Committee considers various factors in exercising its discretion to determine compensation, including the experience, responsibilities and performance of each NEO as well as the Company’s overall financial performance. This flexibility is particularly important in designing compensation arrangements to attract and retain executives in a highly-competitive, rapidly changing market. Since 2010, the Compensation Committee has engaged Pay Governance, an independent executive compensation advisory firm, to review all elements of executive compensation, benchmark such compensation in relation to other comparable companies with which we compete for executive talent, and provide recommendations to ensure that our executive compensation program continues to enable us to attract and retain qualified executives through competitive compensation packages which will result inthat incentivize the attainment of our short-term and long-term strategic objectives. As part of the compensation-setting processes for 2014, 2015, 2016 and 2016,2017, the Compensation Committeecommittee asked Pay Governance to provide benchmark compensation data and/or review management’s recommendations for year-over-year compensation adjustments, including a review for general market competitiveness and competitiveness with the Company’s peer group. The Compensation Committee has assessed the independence of Pay Governance and concluded that no conflict of interest exists that would prevent Pay Governance from providing independent advice to the Compensation Committee regarding executive and director compensation matters. Role of Executive Officers in Determining Executive Compensation Our CEO, aided by our President and our Chief People Officer, among others, provides statistical data and makes recommendations to the Compensation Committee to assist it in determining compensation levels. In addition, our CEO providesand our President provide the Compensation Committeecommittee with a review of the performance of the other executive officers. While the Compensation Committee utilizes this information and values management’s observations with regard to compensation, the committee makes the ultimate decisions regarding executive compensation are made by the Compensation Committee.compensation. Peer Group and Market Data The Compensation Committee, with assistance from Pay Governance, establishes the Company’s peer group that is used for market comparisons and benchmarking.benchmarking of the compensation for Mr. D’Souza, Mr. Mehta and Ms. McLoughlin. The peer group used in the compensation-setting process for 2017 is comprised of a group of technology-related firms selected based on revenue, headcount and market capitalization. ● Accenture Plc ● Automatic Data Processing, Inc. ● CA Technologies, Inc. ● Computer Sciences Corporation ● Convergys Corporation ● Fidelity National Information Services, Inc. ● Fiserv, Inc. ● Leidos Holdings, Inc. ● Mastercard Incorporated ● NetApp, Inc. ● Symantec Corporation ● Visa, Inc. ● Yahoo! Inc. 24      Cognizant Technology Solutions Corporation For the other two NEOs, Mr. Chintamaneni and Mr. Friedrich, the Compensation Committee used market data that the Company obtained from third party benchmarking services for similar roles and levels. The committee believes this approach is appropriate for the roles of these NEOs as it allows for the use of a broader market data view not limited to the Company’s peer group. Such market data was evaluated and utilized by the Compensation Committee with the assistance of Pay Governance. 28   Cognizant Technology Solutions Corporation Table of Contents Direct Compensation of Named Executive Officers Compensation Direct Compensation of NEOs Primary Compensation Elements for 20162017 – Overview Our executive compensation program is designed to motivate, retain and engage our executive leadership and appropriately reward them for their contributions to the achievement of our business strategies and goals. In order to achieve our compensation objectives, the Company provides its executives with a total direct compensation package consisting of the elements listed in the tablechart below. The Compensation Committee makes decisions on executive compensation from atotala total direct compensation perspective. Each element is considered by the Committeecommittee to be important in meeting one or more of the compensation program objectives. The following chart illustrates the balance of the elements of 20162017 target total direct compensation (using grant date share prices for RSUs and PSUs and target values for the annual cash incentive and PSUs) for our CEO and other NEOs. ■ Base Salary Stable source of cash income at competitive levels ■ Annual Cash Incentive / Cash Bonus(ACI) Annual cash incentive for Mr. D’Souza, Mr. Mehta and Ms. McLoughlin to motivate and reward achievement of Company financial and operational objectives Weighting Measurement Period Target Compensation Revenue 1 year (2017) 85% of base salary Non-GAAP Income from Operations Payout Range Days Sales Outstanding (DSO) Historical ACI award achievements by year 2015 2016 2017 142.0% 79.8% 114.8% Historical Annual Cash Incentiveaward achievements by year 2014       2015       2016 96.2%   142.0%   79.8% Cash bonus for Mr. Chintamaneni and Mr. Sinha based on achievement of business unit and/or overall business goals and expanded responsibilities in 2016 ■ Performance Stock Units (PSUs) Annual grant of performance stock units that reward achievement of Company financial objectives, continued service and long-term performance of our common stock Weighting1 Measurement Period Vesting Revenue 2 years (2017-2018) 1/3rd at 30 months Non-GAAP EPS Vesting Range 2/3rds at 36 months Vesting Range Historical PSU achievements by performance measurement period 20151 20162 2016/172 122.9% 38.2% 85.5% Historical PSU achievements byperformance measurement period 20141       20151       2016 86.1%   122.9% 38.2% Weighting for 2017 awards – 50% Revenue; 50% non-GAAP EPS ■ Restricted Stock Units (RSUs) Annual grantsGrants of restricted stock units to reward continued service and long-term performance of our common stock Grants Annually for Mr. D’Souza (CEO), Mr. Mehta and Ms. McLoughlin; every 3 years for Mr. Chintamaneni and Mr. Friedrich Vesting Quarterly over 3 years VestingQuarterly over 3 years Q4 2016Note: The above presentation seeks to Q1 2017 RSU grant timing change – The Company moved the timing of annual RSU grants for Mr. D’Souza, Mr. Mehta and Ms. McLoughlin from the fourth quarter of 2016 to the first quarterprovide a view of 2017 to align with the timing of the Company’s other annual equity grants and other annualtotal direct compensation decisionsas reviewed by the Compensation Committee. As such, it uses grant date share prices for RSUs and PSUs and the target level of achievement for the ACI and PSUs. The above presentation excludes additional grants of RSUs and PSUs to presentMr. Mehta and Mr. Chintamaneni made in connection with the intended target total direct compensationexpansion of their roles in a more meaningful manner,2016 and the RSU percentages shown for 2016 includesigning bonus and grants of RSUs and PSUs to Mr. Friedrich upon his joining the value of the RSU grants made to such executivesCompany in the first quarter of 2017. 2017 Target Annual Compensation Mix 1 Weighting was 100% revenue for the 2014 and 2015 performance measurement periods. period. 2 Excludes Mr. Coburn, who resigned fromWeighting was 75% revenue and 25% non-GAAP EPS for the Company during 2016. 2016 and 2016/17 performance periods. 2018 Proxy Statement   29 2016 Target Annual Compensation CEO Other NEOs2 (on average) ■ Table of Contents Base Salary ■ Annual Cash Incentive / Cash Bonus ■ Performance Stock Units (PSUs) ■ Restricted Stock Units (RSUs) 2017 Proxy Statement      25 Table of Contents Compensation Base salary The Compensation Committee reviews the base salaries of our NEOs on an annual basis. The primary objective of the base salary component of an executive’s total direct compensation is to provide financial stability and certainty through market-competitive salary levels, recognizing each NEO’s experience, knowledge, skills, relative value and sustained contribution to the Company.certainty. The Compensation Committeecommittee makes periodic adjustments to base salary based on individual performance and contributions, market trends, increases in the cost of living, competitive position and our financial situation. Consideration is also given to relative responsibility, seniority, experience and performance of each individual NEO. No specific weight is assigned to any of the above criteria relative to the others, but rather the Compensation Committeecommittee uses its judgment in combination with market and other data provided by Pay Governance and the Company. The Compensation Committee does not attempt to set compensation components to meet specific benchmarks relative to our peers because the Compensation Committee believes that excessive reliance on benchmarking is detrimental to stockholder interests as it can result in compensation that is unrelated to the value delivered by the NEOs. Annual Cash Incentive (ACI) 20162017 Annual Cash Incentive Component       Threshold       Target       Maximum       Weighting       Increase in 2016 Targets vs. 2015 Actuals       2016 Award Achievement by Component Revenue (in billions) 11% Overall 2016 Annual Cash Incentive Achievement 79.8% Non-GAAP Income from Operations (in millions) 10% Days sales outstanding (DSO) – Payout as percentage of target 50% 100% 200% The Compensation Committee has designed our annual cash incentiveACI program to stimulate and support a high-performance environment by tying such incentive compensation to the attainment of organizational financial goals and by recognizing superior performance. The annual cash incentives are intended to compensate individuals for the achievement of these goals. The Committeecommittee determines actual cash incentives after the end of the fiscal year based upon the Company’s performance. For 2016,2017, the Compensation Committee based the annual cash incentive awards for Mr. D’Souza, Mr. Mehta and Ms. McLoughlinthe NEOs on the achievement of financial goals tied to metrics that it believes are valued by our stockholders. The Compensation Committeecommittee believes that our stockholders value and measure the performance of these executives based principally on the growth of Company revenue, earnings and cash flow. Consequently, as in past years, the Compensation Committeecommittee believed it appropriate to establish three components to the annual cash incentive: revenue, non-GAAP Income from Operations (see “Non-GAAP Financial Measures and Forward-Looking Statements” on page 57)65) and days sales outstanding (“DSO”). All three components were subject to adjustment for any acquisitions over the course of the year. For 2016, theThe Compensation Committee determined a target for each component (revenue, non-GAAP Income from Operations and DSO) and a weighting for the various components as a percentage of the total award such that achievement of the targeted level of performance for all three components would result in the executives receiving their target awards. The Committeecommittee set threshold, or minimum, levels for each of the components below which no annual cash incentive would be paid for the particular component. The Committeecommittee also set maximum levels for each of the components above which no additional annual cash incentive would be paid for the particular component and whichthat collectively result in a maximum possible annual cash incentive equal to 200% of the target awards for the executives. Achievement for performance between the threshold and target levels or between the target and maximum levels for any of the components wasis calculated using straight-line interpolation. In addition, during Annual Cash Incentive Target Based on High Growth Objectives The Compensation Committee established revenue and non-GAAP Income from Operations targets for 2017 at levels 9.0% and 8.9% above the Company’s 2016 revenue and non-GAAP Income from Operations, respectively. These targets were established to incentivize the Company’s management to prioritize a continued high level of growth in the Company’s revenue as well as a targeted level of non-GAAP Operating Margin. Meanwhile, the DSO component remained at the same targeted level as prior years as the committee viewed the target as appropriately incentivizing maintenance of a healthy cash flow level. As a result of these targets, there was substantial uncertainty at the time the committee established the performance goals for 2017 as to the likelihood of the Company’s attainment of the targeted levels of performance. Prior to determining the performance by the Company against the targets for 2017, the Compensation Committee increased the revenue and non-GAAP Income from Operations targets were adjusted for acquisitions overby the courseamount of the year. The Compensation Committee established revenue and non-GAAP Incomeincome from Operations targets at levels 11% and 10% above the Company’s 2015 revenue and non-GAAP Incomeoperations derived from Operations, respectively. These targets were established to incentivize the Company’s management to prioritize a continued high level of growth in the Company’s revenue while maintaining a targeted level of non-GAAP Operating Margin. Meanwhile, the DSO component remained at the same targeted levels as prior years as the Compensation Committee viewed those targets as appropriately incentivizing maintenance of a healthy cash flow level. As a result of these targets, there was substantial uncertainty at the time the Compensation Committee established the performance goals for 2016 as to the likelihood of the Company’s attainment of the targeted levels of performance. Cash Bonusacquisitions completed during 2017. Neither Mr. Chintamaneni nor Mr. Sinha was an NEO at the time the above-described annual cash incentive award program was established by the Compensation Committee for 2016 for the then current NEOs. Mr. Chintamaneni and Mr. Sinha received cash bonus awards for 2016 determined by the Compensation Committee based on the following:30   Cognizant Technology Solutions Corporation ● Mr. Chintamaneni had a bonus target for 2016 based on the performance of the Company’s Banking and Financial Services business unit, with 65% to be based on achievement of revenue and margin targets for the business and 35% tied to various other objectives for the business. In determining his final bonus payout to be 75% of his target, consideration was given by the Compensation Committee to the achievement of the business unit performance and his expanded commercial role across all of the Company’s business units following his promotion during 2016 to EVP and President, Global Industries and Consulting. ● Mr. Sinha, as EVP and President, Global Client Services, manages the Company’s global sales and marketing across all of its business units. In determining his final bonus payout to be 75%, the Compensation Committee considered the performance of 26      Cognizant Technology Solutions Corporation Table of Contents Compensation the Company as a whole and his individual performance and determined that it was appropriate to set his final bonus payout at the Company’s average bonus payout level for 2016. Stock-Based Awards Overview We provide long-term incentive compensation through stock-based awards in the form of PSUs and RSUs. The Compensation Committee believes that PSUs and RSUs are a valuable component of our long-term incentive program for several reasons, including concerns over the dilutive effect option grants may have on our outstanding shares, our desire to make a portion of our NEOs’ compensation less subject to market volatility, and our desire to create a retention mechanism which creates the incentive to maximize stockholder value. The Compensation Committee currently plans to use a combination of PSUs and RSUs in future years. We believe thatsuch stock-based grants provide our executive officers with a strong incentive to manage the Company from the perspective of an owner with an equity stake in the long-term success of the business, create an ownership culture, and help align the interests of our executives andto those of our stockholders. In addition, the committee believes the vesting featurefeatures of our equitythe stock-based grants should furtherourfurther our goal of executive retention because this feature providesby providing an incentive to our executive officers to remain in our employ during the vesting period. In considering the number of long-term incentivesstock-based awards to grant, the Compensation Committee first establishes a target compensation value that it wants to deliver to the NEOs through long-term equity awards. In doing so, the Committeecommittee generally takes into account various factors, including the value of PSUs and RSUs that each of our executive officers has previously been awarded, the base salary and target ACI of the executive officer, the heavy weight placedCommittee’s emphasis on performance-based and equity compensation in the mix of total compensation, and the perceived retention value of the total compensation package in light of the competitive environment. The Committeecommittee also generally takes into account increases in the cost of living, the size of comparable awards made to individuals in similar positions within the industry, the scope, responsibility and business impact of the officer’s position, the individual’s potential for increased responsibility and promotion over the award term, and the individual’s personal experience and performance in recent periods. Once the target value is established, the Compensation Committeecommittee determines the number of PSUs and RSUs to be granted by reference to the current value of the Company’s common stock. PSUs PSUs granted in 20162017 have a 2-year performance measurement period (fiscal years 20162017 and 2017)2018) over which the Company’s performance is measured across two performance metrics is measured:metrics: revenue and non-GAAP EPS. See “Non-GAAP Financial Measures and Forward-Looking Statements” on page 57.65. Revenue determines 75% of the award and non-GAAP EPS determines the remaining 25%each determine 50% of the award. Both metrics are subject to adjustment by the Compensation Committee for any acquisitions over the course of the performance measurement period. For each metric, the Compensation Committee established at the time of the award: ● Threshold – 50% vesting, with 0% vesting for performance below the threshold. ● Target – 100% vesting. ● Maximum – 200% vesting, and maximum possible number of PSUs that may vest. Whether and to what extent the performance as to either metric has been achieved will be determined by the Compensation Committee in its sole discretion based upon the audited financials for the 20162017 and 20172018 fiscal years. To the extent the level of achievement falls between the threshold and target levels or between the target and maximum levels for either metric, straight-line interpolation is utilized to calculate the payout level for the component. Performance across the two metrics determines the total number of PSUs that may vest, with actual vesting of the awards as followsset forth below, and contingent upon the NEO continuing in the service of the Company through such dates: ● 1/3rdwill vest 30 months following the start of the performance measurement period. ● 2/3rdswill vest 36 months following the start of the performance measurement period. For information on 2016 PSUs that in part vested in, and 2016/17 PSUs that had a performance measurement period during, 2017, see “Aligning Pay with Performance” on page 6, “Primary Compensation Elements for 2017 – Overview” on page 29 and footnotes 4 and 5 to the Outstanding Equity Awards at Fiscal Year-End 2017 Proxy Statement      27 Table of Contentson page 39. Compensation RSUs RSUs vest in quarterly installments over a 3-year period from the date of grant. The Company has historicallygrant date. Grants are made annual RSU grants toannually for Mr. D’Souza, Mr. Mehta and Ms. McLoughlin, during the fourth quarter of each year. During 2016, however, the Compensation Committee determined that it was in the best interests of the Company and its stockholders to move the timing of their annual RSU grants from the fourth quarter of 2016 to the first quarter of 2017 to align with the timingfull amount of the Company’s other annual equitysuch grants and other annual compensation decisions by the Compensation Committee. Consequently, while Mr. D’Souza, Mr. Mehta and Ms. McLoughlin did not receive RSU awardsincluded in 2016, they did receive them in March 2017. The Compensation Committee will next consider an annual RSU awardtarget direct compensation. Grants are made on a three-year cycle for these three officers in the first quarter of 2018. Mr. Chintamaneni and Mr. Sinha, onFriedrich, with the other hand, received theirtargeted grant date value of annual RSU awardsvestings included in February 2016. They also received RSU awards in December 2016 in connection with their promotions to EVP and President, Global Industries and Consulting and EVP and President, Global Client Services, respectively.target direct compensation. 2018 Proxy Statement   31 Table of Contents 20162017 Compensation for our named executive officersOur Named Executive Officers Francisco D’SouzaCEO Age 4849 Education BBA, University of Macau MBA, Carnegie Mellon University Cognizant tenureTenure 2324 years Current RolePublic Company Boards General Electric Company 2017 Compensation CEOTarget Direct Compensation Committee assessment– $12,232,013 ●3% overall compensation increase effective January 1 to reflect cost of living increases and general market trends; same compensation mix Compensation Decisions for 2016trends ●Base salary– increased 3% to $664,300, effective January 1, 2016$669,282 (~0% increase vs. 2016) ●Annual cash incentive– target of $564,655 (85%85% of base salary)salary as in 2016 ($564,655); actual payout of $450,332 (79.8%$648,111 (114.8% of target) based on Company performance ●Annual PSU grant – $7,219,618 (3% increase vs. 2016) ●Annual PSU grant– $7,018,671 fair value as of grant date (February 16, 2016) ●Annual RSU grant (moved to early 2017)– $3,774,223 fair value(3% increase vs. 2016 (December 2015 grant)) Key Responsibilities and Career Highlights Mr. D’Souza sets the strategic direction of the Company, promotes Cognizant’s values and client-first culture, and focuses on ensuring the Company’s sustainable growth and driving long-term stockholder value. He co-founded Cognizant in 1994 and has served as the Company’s CEO since 2007, leading revenue growth from $2.1 billion that year to $14.8 billion in 2017. Committee Assessment In light of grant date (March 2, 2017)Mr. D’Souza’s continued success as CEO in 2016, the Compensation Committee continued in 2017 its past practice of setting overall CEO compensation close to the median but weighted more heavily towards equity compensation vs. the Company’s peer group, providing the opportunity for higher realized compensation based on Company performance. Rajeev MehtaPresident Age 5051 Education BS, University of Maryland MBA, Carnegie Mellon University Cognizant tenureTenure 2021 years Current Role2017 Compensation PresidentTarget Direct Compensation Committee assessment– $6,816,724 ●3% overall compensation increase effective January 1 to reflect cost of living increases and general market trends; same compensation mix ●14% increase in base salary and target annual cash incentive upon promotion from CEO-IT Services to President to reflect additional responsibilities Compensation Decisions for 2016trends ●Base salary– increased 3% to $554,700, effective January 1, 2016, and increased 14% to $630,000 upon promotion to President on September 28, 2016(0% increase vs. 2016) ●Annual cash incentive– initial target of $471,495 (85% of base salary), increased to $488,108 upon his promotion (85%85% of base salary pro-rated)as in 2016 ($535,500); actual payout of $389,284 (79.8%$614,647 (114.8% of target) based on Company performance ●Annual PSU grant – $3,704,952 (3% increase vs. 2016) ●Annual PSURSU grant – $1,946,272 (4% increase vs. 2016 (December 2015 grant)) Additional equity grants– $3,584,397 fair valuePSUs ($898,775) and RSUs ($599,160), not included in target direct compensation, made in 2017 in connection with his promotion to President in 2016 Key Responsibilities and Career Highlights Mr. Mehta is responsible for the overall profit and loss of Cognizant’s operations, leading the global industry and geographic business units, as of grant date (February 16, 2016)well as consulting, digital services and systems and technology solutions. His responsibilities also include overseeing the Company’s Chief Operating Officer and Chief People Officer, focusing on talent, utilization, performance and ongoing operational excellence, and managing the Company’s emerging business accelerator unit and other special initiatives dedicated to building new solutions for our clients. Mr. Mehta joined Cognizant in 1997 and has consistently contributed to the Company’s growth. ●Annual RSU grant (moved to early 2017)Committee Assessment – $2,545,432 fair valueIn setting Mr. Mehta’s 2017 compensation, the Compensation Committee considered but did not rely upon Company peer group information as the committee viewed his role at Cognizant as more expansive than those of grant date grant (March 2, 2017)the peer group set of executives. The committee determined that a 3% increase for 2017, to reflect general market trends, was appropriate in light of the 14% increase in target direct compensation Mr. Mehta received upon his promotion to President in September 2016. As with the CEO, his overall compensation mix was weighted heavily towards equity compensation as compared to the Company’s peer group. Additional equity grants of PSUs and RSUs were made in 2017, representing the equity component of the increase in target direct compensation Mr. Mehta received upon his promotion to President in September 2016. 32   Cognizant Technology Solutions Corporation Table of Contents Gordon CoburnKaren McLoughlin   CFO Age53 Education BA, Wesleyan University MBA, Dartmouth College Cognizant tenure 20 years Former Role President (resigned September 27, 2016) Committee assessment ●3% overall compensation increase effective January 1 to reflect cost of living increases and general market trends; same compensation mix Compensation Decisions for 2016 ●Base salary– increased 3% to $631,900, effective January 1, 2016 ●Annual cash incentive– initial target of $537,115 (85% of base salary); no payout as he resigned from the Company during 2016 ●Annual PSU grant– $3,750,637 fair value as of grant date (February 16, 2016) ●Annual RSU grant– None 28      Cognizant Technology Solutions Corporation Table of Contents Compensation Karen McLoughlin Age 52 Education BA, Wellesley College MBA, Columbia University Cognizant tenureTenure 1314 years Current RolePublic Company Boards Best Buy Co., Inc. 2017 Compensation CFO Committee assessmentTarget Direct Compensation– $3,930,130 ●8% increase to align compensation to market ●5% overall compensationBase salary – $500,000 (17% increase effective January 1 to reflect cost of living increases and general market trends, including with respect to CFO pay; same compensation mix Compensation Decisions for 2016vs. 2016) ●Base salary– increased 5% to $426,500, effective January 1, 2016 ●Annual cash incentive – target of $362,525 (85%85% of base salary)salary as in 2016 ($425,000); actual payout of $289,126 (79.8%$487,815 (114.8% of target) based on Company performance ●2016 annualAnnual PSU grant– $1,875,841 fair value as of grant date (February 16,$1,967,017 (5% increase vs. 2016) ●Annual RSU grant (moved to early 2017) – $1,038,113 fair value(6% increase vs. 2016 (December 2015 grant)) Key Responsibilities and Career Highlights Ms. McLoughlin oversees the Company’s worldwide financial planning and analysis, accounting and controllership, tax, treasury and internal audit functions. She is also responsible for the investor relations, enterprise risk management, procurement and real estate functions. Prior to joining Cognizant in 2003, Ms. McLoughlin held key financial management positions with Spherion Corp. and Ryder System Inc. She began her career with Price Waterhouse (now PricewaterhouseCoopers LLP). Committee Assessment In light of Ms. McLoughlin’s continued strong performance as of grant date (March 2, 2017)CFO and her compensation being below median CFO pay at the Company’s peer group, the Compensation Committee approved an 8% overall increase in target direct compensation for Ms. McLoughlin for 2017 to more closely align her compensation to the Company’s peer group median. Ramakrishna Prasad ChintamaneniEVP and President, Global Industries and Consulting Age 4748 Education B. Tech, Indian Institute of Technology, Kanpur Postgraduate Diploma, XLRI – Xavier School of Management Cognizant tenureTenure 1718 years Current Role2017 Compensation EVP and President, Global Industries and Consulting Committee assessmentTarget Direct Compensation – $3,099,236 ●3% overall compensationBase salary – $475,000 (15% increase effective January 1vs. base salary prior to reflect cost of living increases and general market trends; same compensation mixDecember 2016) ●FollowingAnnual cash incentive – target of 85% of base salary as in 2016 ($403,750); actual payout of $463,424 (114.8% of target) based on Company performance ●Annual PSU grant – $1,041,603 (50% increase vs. 2016) ●RSUs– $1,178,883 in grant date fair value targeted to vest annually; grants made in multiple once-every-three-year reloads, with a total of $1,949,000 in grant date fair value of RSUs (covering a 3-year vesting period) made in 2017 Key Responsibilities and Career Highlights Mr. Chintamaneni leads Cognizant’s vertical commercial organization, which includes all industry verticals and the global consulting business. He joined Cognizant in 1999 and established key relationships with many of Cognizant’s largest banking and financial services clients. Prior to joining Cognizant, Mr. Chintamaneni spent seven years in the investment banking and financial services industry. Committee Assessment Mr. Chintamaneni’s target direct compensation was increased by 31% at the time of his promotion to his current role in December 2016, including a 15% increase in both base salary and annual cash incentive and a 39% increase in equity compensation. In light of this, the Compensation Committee determined that no further changes to reflect the additional responsibilitieshis target direct compensation should be made for 2017. Matthew W. Friedrich   EVP, General Counsel, Chief Corporate Affairs Officer and Secretary Age51 Education BA, University of Virginia JD, University of Texas School of Law Cognizant Tenure 1 year 2017 Compensation Target Direct Compensation– $2,723,968 ●Base salary – $525,000 ●15% increase in base salary and targetedAnnual cash bonus ●One-time cash bonus of $300,000 ●31% increase in annual PSU and RSU grants ●Overall target total annual compensation of approximately $3 million Compensation Decisions for 2016incentive ●Base salary– increased 3% to $412,000, effective January 1, 2016, and increased 15% to $475,000, effective December 1, 2016, following promotion to his current role ●Cash bonus – initial target of $350,200, increased to $403,750 (85% of base salary) following promotion to his current role; actual payout of $266,052 (75% of target, pro-rated), based on performance of the Company’s Banking and Financial Services business unit with consideration given for his expanded commercial role across all of the Company’s business units; additional one-time cash bonus of $300,000 paid in connection with his expanded responsibilities ●Annual PSU grant – $693,016 fair value as of grant date (February 16, 2016) ●Additional PSU grant– $137,472 fair value as of grant date (December 1, 2016), following promotion to his current role ●Annual RSU grant – $259,317 fair value as of grant date (February 16, 2016) ●Additional RSU grant – $1,355,624 fair value as of grant date (December 1, 2016), following promotion to his current role and as a reload of RSUs issued three years prior Dharmendra Kumar Sinha Age 54 Education BS, Patna Science College MBA, Birla Institute of Technology Cognizant tenure 19 years Current Role EVP and President, Global Client Services Committee assessment ●3% overall compensation increase effective January 1 to reflect cost of living increases and general market trends; same compensation mix ●Following promotion to his current role, to reflect the additional responsibilities ●6% increase in base salary ●58% increase in targeted cash bonus (to 85% of base salary consistent with other executive officers) ($446,250); actual payout of $512,206 (114.8% of target base salary for all of 2017) based on Company performance ●One-time cash bonus of $10,000Annual PSU grant – $751,166 ●27% increaseRSUs – $1,001,552 in annual PSU and RSU grantsgrant date fair value targeted to vest annually; $3,004,656 grant date fair value award of RSUs (covering a 3-year vesting period) made in 2017 ●Overall target total annual compensation of approximately $2.4 million Compensation Decisions for 2016 ●Base salarySigning bonus– increased 3% to $354,823, effective January 1, 2016,$500,000 Signing equity grants– PSUs ($500,778) and increased 6% to $375,000, effective December 1, 2016, following promotion toRSUs ($1,251,942) made upon his current rolejoining the Company ● Cash bonusKey Responsibilities and Career Highlights – initial target of $201,349 (57% of base salary), increased to $318,750 (85% of base salary) following promotion to his current role; actual payout of $158,470 (75% of target, pro-rated), based on the Company average bonus payout based on his role in managing global sales and field marketing across all ofMr. Friedrich is responsible for the Company’s business units; additional one-time cash bonus of $10,000 paidlegal and corporate affairs functions. Prior to joining Cognizant in connectionMay 2017, Mr. Friedrich served as Chief Corporate Counsel for Chevron Corporation from 2014 to 2017. He previously was a law firm partner with Freshfields Bruckhaus Deringer. Mr. Friedrich began his expanded responsibilities ●Annual PSU grant – $684,269 fair value as of grant date (February 16, 2016) ●Additional PSU grant– $29,474 fair value as of grant date (December 1, 2016), following promotion to his current role ●Annual RSU grant – $259,317 fair value as of grant date (February 16, 2016) ●Additional RSU grant – $1,502,883 fair value as of grant date (December 1, 2017), following promotion to his current role andlegal career as a reloadfederal prosecutor, serving in the United States Department of RSUs issued three years priorJustice (DOJ) for more than 13 years. Committee Assessment In considering Mr. Friedrich’s compensation upon his joining Cognizant in May 2017, the Compensation Committee used market data for public company general counsels. A signing bonus and equity grants provided additional incentives for Mr. Friedrich to join the Company. 2017 Proxy Statement      29 2018 Proxy Statement   33 Table of Contents Other Elements of Compensation Compensation Other Elements of Compensation Supplemental Retirement Programs We do not have any nonqualified deferred compensation programs, pension plans or pre-tax supplemental executive retirement plans for our executive officers, except for the CSRP described under “Broad-Based Programs” below and a nonqualified deferred compensation program established for Mr. Coburn. We established the program for Mr. Coburn to provide him with the equivalent economic value of the retirement plan in which he participated while the Company was majority-owned by IMS Health. Accordingly, Mr. Coburn was entitled to an annual Company contribution to his nonqualified deferred compensation account equal to 6% of his base salary and earned annual cash incentive while he was employed by the Company.below. Broad-Based Programs Our U.S.-based executive officers are eligible to participate in our broad-based medical, dental and vision insurance, life and accidental death insurance, 401(k) savings plan, CSRP and 2004 Amended and Restated Employee Stock Purchase Plan (“2004 ESPP”)ESPP on the same basis as all other regular employees. Under the 401(k) savings plan, we match employee contributions at the rate of 50% for each dollar contributed during each pay period, up to the first 6% of eligible compensation contributed during each pay period, subject to applicable U.S. Internal Revenue Service (“IRS”) limits. The matching contributions immediately vest. Our U.S.-based executive officers who are subject to contribution restrictions under our 401(k) savings plan due to statutory limits that apply to highly-compensated employees are eligible to participate in the Cognizant Technology Solutions Supplemental Retirement Plan (the “CSRP”) on the same basis as all other regular U.S.-based employees. The CSRP is a nonqualified savings plan in which the employee’s contributions are made on a post-tax basis to an individually owned, portable and flexible retirement plan held with a life insurance company. The CSRP works alongside established qualified retirement plans such as our 401(k) savings plan or can be the basis for a long-term stand-alone retirement savings plan. We provide a fully vested incentive match following the same formula as our 401(k) savings plan. Because the CSRP is not subject to the same IRS non-discrimination rules as our 401(k) savings plan, employees that face limitations on their 401(k) contributions due to these rules can avail themselves of the CSRP without foregoingforgoing the Company match. Although there is a limit in the amount of employer contributions, there is no limit to the amount an employee may contribute to the CSRP and it can be used in concert with other retirement strategies that may be available outside of the Company. The 401(k) savings plan, CSRP and other generally available benefit programs allow us to remain competitive for employee talent. We believe that the availability of the aforementioned broad-based benefit programs generally enhances employee morale and loyalty. Perquisites We seek to maintain an egalitarian culture in our facilities and operations. The Company’s philosophy is to provide a minimal amount of personal benefits and perquisites to its executives and generally only when such benefits have a strong business purpose. We incur expenses to ensure that our employees, including our executive officers, are accessible to us and our customers at all times and to promote our commitment to provide our employees and executives with the necessary resources and items of technology to allow them to operate “around the clock” in a “virtual office” environment. However, we do not view these expenses as executive perquisites because they are essential to the efficient performance of their duties and are comparable to the benefits provided to a broad-based group of our employees. We also provide personal security services to certain of our executive officers where we believe the provision of such services is in the interest of the Company. In addition, the Company, and we may reimburse executives for approved travel expenses where an immediate family member accompanies an executive to attend a business function at which such family member is generally expected to attend. In addition, the Company provides Mr. D’Souza with limited access to an administrative assistant of the Company and vehicle rentals for his personal businesssecurity purposes. Mr. D’Souza does not reimburse the Company for its cost of providing the administrative services and vehicle rentals and the Company pays him an additional amount to help offset any income taxes associated with the receipt of such services. Executive Stock Ownership Guidelines CEO 6xannual base salary Other NEOs 4xannual base salary The Company adopted revised stock ownership guidelines in March 2017 to further align the interests of our NEOs with those of stockholders. Under the revised guidelines, each NEO is required over time to hold a number of shares with a value, as of the time the revised guidelines were put in place or, for later identified NEOs, the time an executive becomes an NEO, equal to the applicable multiple of annual base salary. The annual base salary utilized in the calculation is the annual base salary applicable under the prior guidelines at the time the revised guidelines were adopted or, for later identified NEOs, the annual base salary when an officer becomes an NEO. As with the prior guidelines, compliance is required within five years of an officer becoming an NEO, subject to limited exceptions for hardship or other personal circumstances as determined by the Compensation Committee. Other NEOs 4xannual base salary 34   Cognizant Technology Solutions Corporation Table of Contents Hedging, Short Sale, Margin Account and Pledging Prohibitions The Company’s insider trading policies include the following prohibitions: ● No hedging or speculation with respect to Cognizant securitiessecurities.. All of the Company’s directors, officers and other employees are prohibited from purchasing or selling puts, calls and other derivative securities of the Company or any other derivative security that provides the equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from the change in value of the Company’s securities. ● No short sales of Cognizant securities.All of the Company’s directors, officers and other employees are prohibited from engaging in short sales of Cognizant securities, preventing such persons from profiting from a decline in the trading price of the Company’s common stock. ● No margin accounts with Cognizant securities.The Company’s directors and certain of its senior officers and other specified “insiders,” including the NEOs, are prohibited from using Company securities as collateral in a margin account. ● LimitedNo pledging of Cognizant securities.The Company’s directors and certain of its senior officers and other specified “insiders,” including the NEOs, are prohibited from pledging the Company’s securities as collateral for a loan, or modifying an existing pledge, without pre-approval from the Audit Committee.pledge. 30      Cognizant Technology Solutions Corporation Table of Contents Compensation Clawback Policy The Company maintains a Clawback Policy, which applies to all NEOs and certain other members of management. When Clawback Policy May Apply Compensation Subject to Clawback ● Company is required to prepare anaccounting restatementdue to material noncompliance by the Company with any financial reporting requirement under the securities laws that is caused directly or indirectly by any current or former employee’s gross negligence, willful fraud or failure to act that affects the performance measures or the payment, award or value of any compensation which is based in whole or in part on the achievement of financial results by the Company (“incentive compensation”) Incentive compensation actually received during the preceding three years lessless amount that would have been received based on restated financial results ● …and to the extent therestatement is caused by an employee’s willful fraud or intentional manipulation of performance measuresthat affect incentive compensation, for such employee… Same as above, but clawback may cover the entire period the employee was subject to the clawback policy ● Employeeengages in illegal or improper conductthat causes significant financial or reputational harm to the Company Any portion of incentive compensation ● Employeehas knowledge of and fails to report to the Board of Directorsthe conduct of any other employee or agent of the Company who engages in any of the conduct described above Any portion of incentive compensation ● Employee isgrossly negligent in fulfilling his or her supervisory responsibilitiesto prevent any employee or agent of the Company from engaging in any of the conduct described above Any portion of incentive compensation Equity Grant Practices The Compensation Committee or the Board approves the grant of stock-based equity awards, such as options, PSUs and RSUs, at its regularly scheduled meetings or by written consent (to be effective on the date of the meeting or receipt of all signed consents, or a later date specified). In addition, the Board has authorized an executive committee comprised of members of the executive management team to grant options to newly hired and existing employees, other than employees subject to Section 16 reporting as defined by the SEC. The Compensation Committee and the Board do not engage in any market timing of the stock-based equity awards made to executive officers or other award recipients. It is ourthe Company’s policy that all stock option grants, whether made by the Board, the Compensation Committee or the executive committee, have an exercise price per share equal to the fair market value of our common stock based on the closing market price per share on the grant date. Risk Assessment We believe ourThe Compensation Committee believes that its approach to goal setting and setting of targets with payouts at multiple levels of performance assists in mitigating excessive risk-taking that could harm ourthe Company’s value or reward poor judgment by our executives. Several features of ourthe Company’s compensation programs reflect sound risk management practices. We believe we haveNotably, the Compensation Committee believes compensation has been allocated our compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking, but rather to reward meeting strategic Company goals that enhance stockholder value. In addition, we believethe Compensation Committee believes that the mix of equity award instruments used under ourthe Company’s long-term incentive program that includes full(full value awards as well as the multi-year vesting of ourthe equity awardsawards) also mitigates risk and properly accounts for the time horizon of risk. WeThe Compensation Committee believes that the Company’s compensation policies do not believe that any of our compensation policies create risks that are reasonably likely to have a material adverse effect on the Company. 2018 Proxy Statement   35 Table of Contents Tax Considerations – Deductibility of Executive Compensation IRC Section 162(m) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s CEO or any of the company’s three other most highly compensated executive officers (other than the CFO)covered employees who are employed as of the end of the year. This limitation does not applyPrior to the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), covered employees generally consisted of our CEO and each of the next three highest compensated officers serving at the end of the taxable year other than our CEO, and compensation that meets the requirementsqualified as “performance-based” under IRC Section 162(m) for “qualifying performance-based” compensation. Onewas exempt from this $1 million deduction limitation. As part of the requirements forTax Reform Act, the ability to rely on the “performance-based” exemption was, with certain limited exceptions, eliminated. In addition, the definition of covered employees was expanded to generally include all named executive officers. Although we maintain compensation plans that originally were intended to qualify is thatpermit the material termspayment of the performance goals for such compensation be approved by stockholders every five years. For purposes of IRCdeductible under Section 162(m), we may no longer be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee, subject to the material terms of the performance goals include the following:Tax Reform Act’s limited transition relief rules. ● which employees would be subject to the goals; ● the business measurements on which the performance goals would be based; and ● the formula that would be used to calculate the maximum amount of compensation that can be paid to an employee under the arrangement. 2017 Proxy Statement      31 Table of Contents Compensation Ongoing and Post-Employment Compensation The Company recognizes that a change in control can create uncertainty for its employees that may result in loss or distraction of executives during a critical period. As a result weWe have entered into Amended and Restated Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreements (collectively, the “Employment Agreements”) with each of the NEOs under which certain payments and benefits would be provided should the NEO’s employment terminate under certain circumstances, including in connection with a change in control. We believe that the Employment Agreements continue to achieve two important goals crucial to our long-term financial success, namely, the long-term retention of the NEOs and their commitment to the attainment of our strategic objectives. These agreements will allow our NEOs to continue to focus their attention on our business operations and strategic plans without undue concern over their own financial situations during periods when substantial disruptions and distractions, including a potential change in control, might otherwise prevail. We believe that these severance packages are also fair and reasonable in light of the years of service our NEOs have rendered us (average tenure of over 15 years), the level of dedication and commitment they have rendered us over that period, the contributioncontributions they have made to our growth and financial success and the value we expect to receive from retaining their services, including during challenging transition periods following a change in control. None of the NEOs is entitled to any tax gross-up payments for the tax liability they incur with respect to such severance benefits. The material terms of the NEOs’ Employment Agreements and post-employment compensation are described in “Potential Payments upon Termination or Change in Control” starting on page 38. No Tax Gross-ups on Severance Benefits         Compensation Committee None of the NEOs is entitled to any tax gross-up payments for the tax liability they incur with respect to such severance benefits. The material terms of the NEOs’ Employment Agreements and post-employment compensation, including certain changes to such Employment Agreements made in February 2018, are described in “Potential Payments Upon Termination or Change in Control” starting on page 42. Compensation Committee Compensation Committee Report The Compensation Committee has furnished the report set forth below. The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act. To the Board of Directors of Cognizant Technology Solutions Corporation: The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in the Company’s proxy statement for the 2017 Annual Meeting of Stockholders. The Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in such proxy statement for filing with the Securities and Exchange Commission and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. To the Board of Directors of Cognizant Technology Solutions Corporation: The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in the Company’s proxy statement for the 2018 Annual Meeting of Stockholders. The Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in such proxy statement for filing with the Securities and Exchange Commission and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. By the Compensation Committee of the Board of Directors of Cognizant Technology Solutions Corporation Betsy S. Atkins John N. Fox, Jr. John E. Klein Michael Patsalos-Fox Robert E. Weissman Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2016,2017, Ms. Atkins and Messrs. Fox, Klein, Patsalos-Fox and Robert E. Weissman served on the Compensation Committee. No member of the Compensation Committee was or is a current or former officer or employee of the Company or any of its subsidiaries. None of our executive officers serve as a member of the board of directors or compensation committee of any entity whichthat has one or more of its executive officers serving as a member of the Board or the Compensation Committee of the Company. 32      Cognizant Technology Solutions Corporation 36   Cognizant Technology Solutions Corporation Table of Contents Compensation EXECUTIVE COMPENSATION TABLESExecutive Compensation Tables and Pay Ratio 2016 Summary Compensation Table 2017 Summary Compensation Table The following 20162017 Summary Compensation Table provides certain summary information concerning the compensation earned for services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2014, 2015, 2016 and 20162017 by our CEO, CFO and each of our three other most highly compensated executive officers who were serving as executive officers at the end of the 20162017 fiscal year and Mr. Coburn, who would have been one of the three most highly compensated executive officers for 2016 had he not resigned as the Company’s President on September 27, 2016 (collectively, the “NEOs”). No other executive officers who would have otherwise been includable in such table on the basis of total compensation for the 20162017 fiscal year have been excluded by reason of their termination of employment or change in executive status during that year. Name and Principal Position   Year     Salary     Bonus     Stock Awards1, 2     Option Awards     Non-Equity Incentive Plan Comp.3     All Other Pension and Nonqualified Deferred Comp.     All Other Comp.     SEC Total4     Adjusted SEC Total5 Francisco D’Souza   2016     $664,300   –   $7,018,671   –   $450,332   –     $123,337   6   $8,256,640   $12,030,863 CEO   2015     $645,000   –   $10,483,400   –   $778,306   –     $44,677     $11,951,383   $11,951,383     2014     $626,000   –   $10,178,101   –   $511,705   –     $17,257     $11,333,063   $11,333,063 Rajeev Mehta 2016 $574,100 – $3,584,397 – $389,284 – $5,750   8 $4,553,531 $7,098,962 President7 2015 $538,500 – $5,353,875 – $649,795 – $1,500 $6,543,670 $6,543,670   2014 $508,000 – $5,197,934 – $415,249 – $1,500 $6,122,683 $6,122,683 Gordon J. Coburn   2016     $467,039   –   $3,750,637   –   –       $183,891  9   $93,416  10   $4,494,983   $4,494,983 Former President7   2015     $613,500   –   $5,602,186   –   $740,296   – 9   $89,178     $7,045,160   $7,045,160     2014     $595,500   –   $5,438,997   –   $486,773   $129,043  9   $72,736     $6,723,049   $6,723,049 Karen McLoughlin 2016 $426,500 – $1,875,841 – $289,126 – 7,950  11 $2,599,417 $3,637,530 CFO 2015 $406,000 – $2,801,868 – $489,910 – 7,950 $3,705,728 $3,705,728 2014 $372,000 – $2,594,346 – $304,080 – 7,800 $3,278,226 $3,278,226 Ramakrishna Prasad Chintamaneni   2016  12   $417,250   $566,052   $2,445,428   –   –   –     7,950  13   $3,436,680   $3,436,680 EVP and President, Global Industries and Consulting                                               Dharmendra Kumar Sinha 2016  12 $356,504 $168,470 $2,475,943 – – – 7,950  14 $3,008,867 $3,008,867 EVP and President, Global Client Services Name and Principal Position      Year      Salary      Bonus      Stock Awards1, 2      Option Awards      Non-Equity Incentive Plan Comp.3      All Other Pension and Nonqualified Deferred Comp.      All Other Comp.      SEC Total4      Adjusted SEC Total5 Francisco D’Souza CEO 2017 $ 669,282 — $ 10,993,841 —     $ 648,111 — $ 167,157 6 $ 12,478,392 $ 12,478,392 2016 $ 664,300 — $ 7,018,671 — $ 450,332 — $ 123,337 $ 8,256,640 $ 12,030,863 2015 $ 645,000 — $ 10,483,400 — $ 778,306 — $ 44,677 $ 11,951,383 $ 11,951,383 Rajeev Mehta President 2017 $ 630,000 — $ 7,149,159 — $ 614,647 — $ 56,205 7 $ 8,450,011 $ 8,450,011 2016 $ 574,100 — $ 3,584,397 — $ 389,284 — $ 5,750 $ 4,553,531 $ 7,098,962 2015 $ 538,500 — $ 5,353,875 — $ 649,795 — $ 1,500 $ 6,543,670 $ 6,543,670 Karen McLoughlin CFO 2017 $ 500,000 — $ 3,005,130 — $ 487,815 — $ 8,100 8 $ 4,001,045 $ 4,001,045 2016 $ 426,500 — $ 1,875,841 — $ 289,126 — $ 7,950 $ 2,599,417 $ 3,637,530 2015 $ 406,000 — $ 2,801,868 — $ 489,910 — $ 7,950 $ 3,705,728 $ 3,705,728 Ramakrishna Prasad Chintamaneni EVP and President, Global Industries and Consulting 2017 $ 475,000 — $ 2,938,243 — $ 463,424 — $ 8,100 9 $ 3,884,767 $ 3,884,767 2016 10 $ 417,250 $ 566,052 $ 2,445,428 — — — $ 7,950 $ 3,436,680 $ 3,436,680   Matthew W. Friedrich EVP, General Counsel, Chief Corporate Affairs Officer and Secretary 2017 11 $ 330,144 $ 500,000 $ 5,508,542 — $ 512,206 — $ 132,148 12 $ 6,983,040 $ 6,983,040     1 Represents the aggregate grant date fair value of RSUs and PSUs determined in accordance with FASB ASC Topic 718 granted in each respective year. The reported dollar amounts do not take into account any estimated forfeitures related to continued service vesting requirements. See “Stock-Based Awards” starting on page 2731 for a description of the terms of the RSUs and PSUs granted during 2016.2017. 2 These amounts do not necessarily represent the actual value that will be recognized by the NEOs upon vesting of shares. The amounts reported in the columns assume settlement of PSUs at target levels; however, PSUs may vest at a maximum of 200% of target, depending on the Company’s revenue and/or non-GAAP EPS. For PSUs granted in 2016,2017, if the maximum level of performance is achieved, the grant date fair value for the PSUs will be approximately $14,037,342$14,439,236 for Mr. D’Souza, $7,168,793$9,207,454 for Mr. Mehta, $7,501,274 for Mr. Coburn (award has been forfeited), $3,751,682$3,934,035 for Ms. McLoughlin, $1,660,975$2,083,206 for Mr. Chintamaneni and $1,427,486$2,503,889 for Mr. Sinha.Friedrich. None of the NEOs forfeited any stock awards during the 2017, 2016, or 2015 or 2014 fiscal years, except for Mr. Coburn, who forfeited 40,729 RSUs and 220,156 PSUs, including all of the PSUs granted in 2016, upon his resignation from the Company on September 27, 2016.years. For information regarding assumptions underlying the valuation of stock-based awards, see Note 15 ofthe notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the applicable fiscal year. 3 Amounts shown in this column represent cash incentive awards earned for each respective fiscal year and paid in the first quarter of the following year under our annual cash incentive program. 4 Total compensation, as determined under SEC rules. 5 The Company moved the timing of annual RSU grants for certain NEOs from the fourth quarter of 2016 to the first quarter of 2017 to align with the timing of the Company’s other annual equity grants and other annual compensation decisions by the Compensation Committee. The Adjusted SEC Total represents the SEC Total plus, for 2016, the target value of the RSU grants made in the first quarter of 2017 (using a March 2, 2017 grant date fair value) to Mr. D’Souza ($3,774,223), Mr. Mehta ($2,545,431)2,545,432) and Ms. McLoughlin ($1,038,113) to provide stockholders annual compensation numbers that are more comparable to past yearson a year-to-year basis and more indicative of the targeted annual compensation to the NEOs. Thesethese executive officers. The same RSU grants are also included for 2017. The amounts in Adjusted SEC Total are not a substitute for the amounts reported under the SEC Total. 6 Includes a 401(k) savings plan matching contribution in the amount of $806,$830, travel expenses for Mr. D’Souza’s spouse to attend business functions that she was generally expected to attend, home and other security services, provision of secure vehicles/transport in the amount of $86,686,$127,271, use of an administrative assistant of the Company for personal matters, which is valued at $1,900,$6,251, plus a gross-up for taxes related thereto equal to $2,046,$6,731, and vehicle rentals, which is valued at $1,375, plus a gross-up for taxes related thereto equal to $1,481. 7 Mr. Mehta was appointed President of Cognizant on September 28, 2016, following the resignation of Mr. Coburn on September 27, 2016. 8 Represents a 401(k) savings plan matching contribution. 2017 Proxy Statement      33 Table of Contents Compensation 9 Amount represents investment earnings on Mr. Coburn’s nonqualified deferred compensation account. The earnings correspond to the actual market earnings on a select group of investment funds utilized to track the notional investment return on the account balance for the respective fiscal year. The Company has not made any determination as to which portion of such earnings may be considered above market and has elected to report the entire amount of such earnings. Mr. Coburn’s nonqualified deferred compensation account incurred an investment loss of $76,165 in 2015; however, $0 is shown in the table for such year per SEC rules. 10 Includes a 401(k) savings plan matching contribution in the amount of $5,750 a CSRP matching contributionand home security services in the amount of $2,967, a contribution in the amount of $31,230, which the Company was required to make to a nonqualified deferred compensation account, and $53,469 in lieu of earned vacation.$50,455. 118 Represents a 401(k) savings plan matching contribution in the amount of $2,551 and a CSRP matching contribution in the amount of $5,399.$5,549. 129 2014 and 2015 compensation not presented for Mr. Chintamaneni and Mr. Sinha as they were not NEOs in such years. 13 Represents a 401(k) savings plan matching contribution in the amount of $2,750 and a CSRP matching contribution in the amount of $5,200.$5,350. 1410 Represents a 401(k) savings plan matching contribution 2016 was the first year in the amount of $5,750 and a CSRP matching contribution in the amount of $2,200. which Mr. Chintamaneni was an NEO. 2016 Grants11 Mr. Friedrich joined the Company in 2017. 12 Includes relocation costs of Plan-Based Awards Table$79,511, plus a gross-up for taxes related thereto equal to $52,084, and travel expenses for Mr. Friedrich’s spouse to attend a business function that she was generally expected to attend. 2018 Proxy Statement   37 Table of Contents 2017 Grants of Plan-Based Awards Table The following table provides certain summary information concerning each grant of an award made to an NEO in the 20162017 fiscal year under a compensation plan.   Grant Date     Estimated Future Payouts Under Non-Equity Incentive Plan Awards1   Estimated Future Payouts Under Equity Incentive Plan Awards2   All Other Stock Awards: Number of Shares of Stock or Units3   All Other Option Awards: Number of Securities Underlying Options   Exercise or Base Price of Option Awards ($/Sh)   Grant Date Fair Value of Equity Awards4 Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 Estimated Future Payouts Under Equity Incentive Plan Awards2 All Other Stock Awards: Number of Shares of Stock or Units3 All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards ($/Sh) Grant Date Fair Value of Equity Awards4 Name Threshold   Target   Maximum   Threshold   Target   Maximum    Threshold    Target    Maximum    Threshold    Target    Maximum         Francisco D’Souza 02/16/16 63,795 127,589 255,178 – – $7,018,671 03/02/17    $ 282,328 $ 564,655 $ 1,129,310 02/16/16 $282,328 $564,655 $1,129,310 03/02/17 59,994 119,987 239,974 — — $ 7,219,618 03/02/17 62,726 — — $ 3,774,223 Rajeev Mehta 02/16/16 32,580 65,159 130,318 – – $3,584,397 03/02/17 $ 267,750 $ 535,500 $ 1,071,000 02/16/16 $244,054 $488,108 $976,216 03/02/17 38,256 76,512 153,024 — — $ 4,603,727 Gordon J. Coburn5 02/16/16 34,091 68,181 136,362 – – $3,750,637 02/16/16 $268,557 $537,115 $1,074,230 03/02/17 42,304 — — $ 2,545,432 Karen McLoughlin 02/16/16 17,050 34,100 68,200 – – $1,875,841 03/02/17 $ 212,500 $ 425,000 $ 850,000 02/16/16 $181,262 $362,525 $725,050   03/02/17 16,346 32,691 65,382 — — $ 1,967,017 Ramakrishna Prasad Chintamaneni 02/16/16 6,299 12,598 25,196 – – $693,016 02/16/16 4,714 – – td59,317 12/01/16   1,271 2,542 5,084 – – td37,471 12/01/16 25,067 – – td,355,624 Dharmendra Kumar Sinha 02/16/16 6,220 12,439 24,878 – – $684,269 02/16/16 4,714 – – td59,317 12/01/16 273 545 1,090 – – td9,474 12/01/16 27,790 – – td,502,883 03/02/17 17,253 — — $ 1,038,113 Ramakrishna Prasad 03/02/17 $ 201,875 $ 403,750 $ 807,500 Chintamaneni 03/02/17 8,656 17,311 34,622 — — $ 1,041,603 12/12/17 26,545 — — $ 1,896,640 Matthew W. Friedrich 05/15/17 $ 223,125 $ 446,250 $ 892,500 05/15/17 9,707 19,413 38,826 — — $ 1,251,944 05/15/17 66,004 — — $ 4,256,598 1 Represents the range of annual cash incentive that can be earned by the NEO if the minimum threshold, target and maximum performance targets are achieved. The annual cash incentive is prorated if performance levels are achieved between the threshold and target levels or between the target and maximum levels. Performance below the minimum threshold results in no annual cash incentive payout to the NEO. See “Annual Cash Incentive” startingIncentive (ACI)” on page 2630 for information regarding the methodology and performance criteria applied in determining these potential cash incentive amounts. The actual annual cash incentive paid to each NEO for his or her 20162017 performance is reported as Non-Equity Incentive Plan CompensationComp. in the 20162017 Summary Compensation Table on page 33.37. 2 Represents the range of shares that could vest pursuant to PSUs. See “Stock-Based Awards” starting on page 2731 for a description of the terms of the PSUs. 3 Represents RSUs. See “Stock-Based Awards” starting on page 2731 for a description of the terms of the RSUs. 4 Represents the grant date fair value of the RSUs and PSUs determined in accordance with FASB ASC Topic 718, assuming target achievement for PSUs. For information regarding assumptions underlying the valuation of stock-based awards, see Note 1516 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. 5 Mr. Coburn resigned from the Company during 2016 and, as a result, forfeited the annual cash incentive and PSU awards set forth in this table that were granted to him during 2016.2017. 34      Cognizant Technology Solutions Corporation 38   Cognizant Technology Solutions Corporation Table of Contents Outstanding Equity Awards at Fiscal Year-End 2017 Table Compensation Outstanding Equity Awards at Fiscal Year-End 2016 Table The following table provides certain summary information concerning outstanding equity awards held by the NEOs as of December 31, 2016.2017. Option Awards1       Stock Awards Option Awards1 Stock Awards Number of Securities Underlying Unexercised Options Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options Option Exercise Price   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested2 Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 Name Number of Securities Underlying Unexercised Options Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested2 Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2     Exercisable     Unexercisable     Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options     Option Exercise Price       Option Expiration Date       Number of Shares or Units of Stock That Have Not Vested     Market Value of Shares or Units of Stock That Have Not Vested2     Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested     Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 Exercisable      Unexercisable                Francisco D’Souza 480,000 – 240,000 — —     $ 9.11 12/08/18 — — — — – – – – –       21,970  3 $1,230,979 – – — — — — — 18,939 3 $ 1,345,048 — — – – – – – 100,263  5 $5,617,736 – – — — — — — 47,045 3 $ 3,341,136 — — – – – – – 37,878  3 $2,122,304 – – — — — — — 26,872 4 $ 1,908,449 — — – – – – – 40,307  6 $2,258,401 – – — — — — — 109,063 5 $ 7,745,654 — — – – – – – – –         127,589  7 $7,148,812 — — — — — — — 119,987 6          $ 8,521,477 Rajeev Mehta – – – – – 11,220  3 $628,657 – – — — — — — 9,672 3 $ 686,905 — — – – – – – 51,204  5 $2,868,960 – – — — — — — 31,728 3 $ 2,253,323 — — – – – – – 19,344  3 $1,083,844 – – — — — — — 13,723 4 $ 974,607 — — – – – – – 20,584  6 $1,153,322 – – — — — — — 55,696 5 $ 3,955,530 — — – – – – – – – 65,159  7 $3,650,859 — — — — — — — 76,512 6 $ 5,433,882 Gordon J. Coburn – – – – – – – – – Karen McLoughlin 20,000 – – $15.53 08/13/18 – – – – 12,500 — — $ 15.53 08/13/18 — — — — – – – – – 5,600  3 $313,768 – – — — — — — 5,062 3 $ 359,503 — — – – – – – 25,556  5 $1,431,903 – – — — — — — 12,940 3 $ 918,999 — — – – – – – 10,124  3 567,248 – – — — — — — 7,182 4 $ 510,066 — — – – – – – 10,772  6 $603,555 – – — — — — — 29,147 5 $ 2,070,020 — — – – – – – – – 34,100  7 $1,910,623 — — — — — — — 32,691 6 $ 2,321,715 Ramakrishna Prasad Chintamaneni 10,000 – – td5.53 08/13/18 – – – – — — — — — 1,965 3 $ 139,554 — — – – – – – 10,444  4 $585,177 – – — — — — — 16,712 3 $ 1,186,886 — — Ramakrishna Prasad Chintamaneni — — — — — 26,545 3 $ 1,885,226 — — — — — — — 1,990 4 $ 141,330 — — — — — — — 10,768 5 $ 764,743 — — — — — — — 2,172 5 $ 154,255 — — — — — — — — — 17,311 6 $ 1,229,427 — — — — — 55,004 3 $ 3,906,384 — — – – – – – 9,900  5 $554,697 – – — — — — — — — 19,413 6 $ 1,378,711 – – – – – 3,536  4 $198,122 – – – – – – – 25,067  4 $1,404,504 – – – – – – – 3,980  6 $222,999 – – – – – – – – – 12,598  7 $705,866 – – – – – – – 2,542  7 $142,428 Dharmendra Kumar Sinha – – – – – 7,311  4 $409,635 – – – – – – – 9,775  5 $547,693 – – – – – – – 3,536  4 $198,122 – – – – – – – 27,790  4 $1,557,074 – – – – – – – 3,929  6 $220,142 – – – – – – – – – 12,439  7 $696,957 – – – – – – – 545  7 $30,536 1 Each stock option grant included in this table has a term of 10 years measured from the grant date, and all outstanding options granted to the NEOs as of December 31, 20162017 have fully vested pursuant to their terms. 2 Market value was determined based on a closing price of a share of our common stock of $56.03$71.02 as of December 30, 2016.29, 2017. 3 Mr. D’Souza, Mr. Mehta and Ms. McLoughlin.Awards shown are time-based RSUs that were granted on December 1, 2014 and November 30, 2015 and March 2, 2017 and vest on specified dates if the individual is still employed by the Company: ● ●Mr. D’Souza: Approximately 5,4939,962 shares are scheduled to vest onin March, 1, June, 1, September 1 and December 1 of 2017;2018; and approximately 4,7345,227 shares are scheduled to vest on eachin March, 1, June, 1, September 1 and December 1 of 20172019 and 2018. also in March 2020. ● Mr. Mehta: Approximately 2,8055,943 shares are scheduled to vest onin March, 1, June, 1, September 1 and December 1 of 20172018; and approximately 2,4183,525 shares are scheduled to vest on eachin March, 1, June, 1, September 1 and December 1 of 20172019 and 2018. also in March 2020. ● Ms. McLoughlin: Approximately 1,4002,704 shares are scheduled to vest on eachin March, 1, June, 1, September 1 and December 1 of 20172018 and approximately 1,2661,438 shares are scheduled to vest on eachin March, 1, June, 1, September 1 and December 1 of 20172019 and 2018. also in March 2020. 4 Mr. Chintamaneni.Awards shown are time-based RSUs that were granted on December 1, 2014, February 16, 2016, and December 1, 2016 and December 12, 2017 and vest on specified dates if the individualMr. Chintamaneni is still employed by the Company: ● Mr. Chintamaneni: Approximately 2,6114,694 shares are scheduled to vest onin March, 1, June, 1, September 1, and December 1 of 2017;2018 and also in March 2019; approximately 3934,301 shares are scheduled to vest on each March 1, June, 1, September 1 and December 1 of 2017 and 2018 and also on March 1, 2019; and approximately 2,0882,212 shares are scheduled to vest on eachin March, 1, June, 1, September 1 and December 1 of 2017, 2018 and 2019.2020. 2017 Proxy Statement      35 Table of Contents Compensation ● Mr. Sinha:Friedrich.Awards shown are time-based RSUs that were granted on May 15, 2017 and vest on specified dates if Mr. Friedrich is still employed by the Company: Approximately 1,8285,500 shares are scheduled to vest onin March, 1, June, 1, September, 1, and December 1 of 2017; approximately 393 shares are scheduled to vest on each March 1, June 1, September 1 and December 1 of 2017 and 2018 and 2019 and also onin March 1, 2019; and approximately 2,316 shares are scheduled to vest on each March 1, June 1, September 1 and December 1 of 2017, 2018 and 2019.2020. 5 2018 Proxy Statement   39 Table of Contents 2015 PERFORMANCE MEASUREMENT PERIOD PSUs.Represents the number of shares that are eligible to vest based on PSUs with a 2015 performance measurement period. 1/3rdvested on June 1, 2016 and the remaining 2/3rdsvest on December 1, 2017 (subject to continued employment through such date). Performance for such awards was calculated and achieved as set forth below. See “Stock-Based Awards” starting on page 27 for additional information. 64 2016 PERFORMANCE MEASUREMENT PERIODPerformance Measurement Period PSUs.Represents the number of shares that are eligible to vest based on PSUs with a 2016 performance measurement period. 1/3rd vestvested on May 31, 2017 (not shown) and the remaining 2/3rdsvest on November 30, 2018 (subject to continued employmentthrough such dates)date). Performance for such awards was calculated and achieved as set forth below. Prior to determining the performance by the Company against the targets for 2016, the Compensation Committee increased the revenue and non-GAAP EPS targets by the amount of revenue and earnings per share derived from acquisitions completed during 2016. See “Stock-Based Awards” starting on page 2731 for additional information. 75 2016/17 Performance Measurement Period PSUs.Represents the number of shares of stock that are eligible to vest based on PSUs with a 2016/17 performance measurement period (combined performance of the Company for 2016 – 2017 PERFORMANCE MEASUREMENT PERIODand 2017). 1/3rdvest on July 1, 2018 and the remaining 2/3rdsvest on January 1, 2019 (subject to continued employment through such dates). Prior to determining the performance by the Company against the targets for 2016/17, the Compensation Committee increased the revenue and non-GAAP EPS targets by the amount of revenue and earnings per share derived from acquisitions completed during 2016 and 2017. See “Stock-Based Awards” on page 31 for additional information. a Compound annual growth of component required to achieve target vs. 2015 actual. 6 2017/18 Performance Measurement Period PSUs.Represents the number of unearned shares of stock not vested equal to the target award for PSUs with a 2016 – 20172017/18 performance measurement period. The actual number of shares of stock that may vest will be determined by the Company’s cumulative fiscal 2016combined 2017 and 20172018 performance versus target levels on two metrics: revenue (75%(50% of the award) and non-GAAP EPS (25%(50% of the award). For the shares subject to each of the metrics, the number that may vest may be zero, if a threshold level of performance is not achieved as to the metric, or between 50% and 200% of the target number of shares. After the Compensation Committee determines, based on the cumulative performance for the fiscal 20162017 and 20172018 measurement period, the number of shares that may vest, such shares will vest as follows: 1/3rdon July 1, 20182019 and the remaining 2/3rdson January 1, 20192020 (subject to continued employment through such dates). See “Stock-Based Awards” starting on page 2731 for additional information. 2016 Option Exercises and Stock Vested Table 2017 Option Exercises and Stock Vested Table The following table provides additional information about the value realized by the NEOs on option award exercises and stock award vestings during the year ended December 31, 2016.2017. Option Awards Stock Awards Name Option Awards Stock Awards       Number of Shares Acquired on Exercise       Value Realized on Exercise1       Number of Shares Acquired on Vesting Date2       Value Realized on Vesting3 Number of Shares Acquired on Exercise            Value Realized on Exercise1            Number of Shares Acquired on Vesting Date2            Value Realized on Vesting3 Francisco D’Souza           500,000                 $20,605,930                    194,221                    $11,088,285       240,000 $ 15,115,810 170,288 $ 11,970,251 Rajeev Mehta – – 97,458 $5,567,834 — — 89,533 $ 6,293,377 Gordon J. Coburn – – 53,030 $3,183,085 Karen McLoughlin 40,000 $1,470,246 44,039 $2,527,064 7,500 $ 425,608 44,121 $ 3,100,267 Ramakrishna Prasad Chintamaneni – – 27,068 $1,556,334 10,000 $ 489,368 32,260 $ 2,224,019 Dharmendra Kumar Sinha – – 23,796 $1,367,439 Matthew W. Friedrich — — 11,000 $ 786,170 1 Value realized on exercise is calculated based upon the number of options exercised and the fair market value or sale price of the shares on the date of exercise less the exercise price, before any applicable tax withholding. 2 The number of shares shown in the table reflects the gross number of shares received by each NEO upon vesting of the stock awards. The Company reduced the number of shares issued to each NEO by automatically withholding a number of shares with a fair market value as of the vesting date sufficient to satisfy required tax withholdings. Each NEO actually received the following net number of shares of Company stock following such share withholding: Mr. D’Souza, 96,064;83,891; Mr. Mehta, 57,761; Mr. Coburn, 28,714;53,626; Ms. McLoughlin, 24,103;22,886; Mr. Chintamaneni, 14,874;16,334; and Mr. Sinha, 12,992.Friedrich, 5,428. 3 Value realized on vesting is calculated by multiplying the number of shares acquired on vesting by the fair market value of the shares on the respective vesting date.date, including any dividend equivalents payable on vesting. 36      Cognizant Technology Solutions Corporation 40   Cognizant Technology Solutions Corporation Table of Contents 2017 Pension Benefits Table Compensation 2016 Pension Benefits Table None of the NEOs participated in any defined benefit pension plansplan in 2016.2017. 2016 Nonqualified Deferred Compensation Table 2017 Nonqualified Deferred Compensation Table None of the NEOs participated in any nonqualified defined contribution or other nonqualified deferred compensation plan in 2017. 2017 Pay Ratio The following table sets forthprovides information, with respect tobased on our reasonable estimates, about the nonqualified deferredrelationship between the annual total compensation arrangements in effect during 2016 forof our CEO and the NEOs.annual total compensation of our employees as of December 31, 2017. Name       Executive Contributions in Last FY       Registrant Contributions in Last FY       Aggregate Earnings/(Losses) in Last FY       Aggregate Withdrawals/ Distributions       Aggregate Balance at Last FYE Francisco D’Souza   –   –     –     –   –   Rajeev Mehta – – – – – Gordon J. Coburn   –          $31,230 1                       $183,891 2   –   $1,463,026 3 Karen McLoughlin – – – – – Ramakrishna Prasad Chintamaneni   –   –     –     –   –   Dharmendra Kumar Sinha – – – – – Category       Median Employee Annual Total Compensation       CEO Annual Total Compensation       Pay Ratio (CEO : median employee) CEO Pay toWorldwideMedian Employee Pay $31,998 $12,478,392 390 : 1 (SEC-required pay ratio disclosure) CEO Pay toU.S.Median Employee Pay $90,293 138 : 1 (Supplemental pay ratio information) Employees Included.1 This amount is reported as compensation and is included in the “All Other Compensation” column of the 2016 Summary Compensation Table on page 33. 2 This amount is reported as compensation and is included in the “All Other Pension and Nonqualified Deferred Comp.” column of the 2016 Summary Compensation Table on page 33. Earnings are broken down between funds as follows: Investment Fund Earnings/(Losses) Attributable to such Fund Mass Mutual Select Focused Value $165,004 Mass Mutual Select Mid Cap Growth Equity II A $18,887        Total $183,891 3 Includes the amounts reported in the other columns of this table plus such amounts previously reported in the Company’s Summary Compensation Table in previous years if such compensation was required to be disclosed. The Company established this nonqualified deferred compensation arrangement for Mr. Coburn to servehad approximately 260,000 employees worldwide as of December 31, 2017, including approximately 50,400 in North America, approximately 13,800 in Europe and approximately 195,800 in various other locations throughout the economic equivalentrest of the retirement planworld, including approximately 180,000 in India. In identifying the worldwide median employee, we included all of such employees, except for our CEO and approximately 600 employees of Netcentric and Zone, which he participated whilebusinesses we acquired during the Company was majority owned by IMS Health. Pursuant to such arrangement,fourth quarter of 2017. In identifying the Company, while Mr. Coburn was anU.S. median employee, credited his deferred compensation account with an annual contributionwe included all U.S. employees, except for our CEO. We did not include any independent contractors in a dollar amount equal to 6% of his baseeither calculation. Compensation Included.In identifying the worldwide and U.S. median employees, we used the actual salary, bonus, and earned annual cash incentive (in each case annualized for full-time employees who joined during 2017) and the grant date fair value of PSUs and RSUs awarded during 2017 for each applicable employee as of December 31, 2017. Where there were multiple employees with the resulting median compensation, we calculated each of such employees’ annual total compensation in the same manner as the “SEC Total” of compensation shown for our CEO in the “2017 Summary Compensation Table” on page 37. We used such annual total compensation to identify the median of such employees and for disclosure of median employee pay herein. Currency Conversion.For employees receiving their compensation in a currency other than U.S. dollars, we translated such compensation to U.S. dollars at average monthly exchange rates for 2017. Cost-of-Living Adjustment.We applied a cost-of-living adjustment to the compensation of each of our employees resident in a jurisdiction other than the jurisdiction in which our CEO resides (the United States) in order to adjust the compensation of such employees to the jurisdiction in which our CEO resides. In making such cost-of-living adjustments, we used the cost-of-living index for the year. Mr. Coburn could select fromcountry in which the 16 investment funds sponsoredby Mass Mutual availableemployee is based for all employees not based in the United States. Each such cost-of-living index, including that for India (27.48), the location of the median employee, was used to adjust the applicable compensation of employees to the plancost-of-living index for the United States (77.23). All cost-of-living indexes used were as published by Numbeo.com for mid-year 2017. Without application of a cost-of-living adjustment, and after otherwise utilizing the same process described above to serve asidentify the measuresmedian employee, the median employee would have been a full-time, salaried employee located in India with annual total compensation of $12,187. The ratio of the investment return on his accountannual total compensation of our CEO to such median employee’s annual total compensation was 1,024 : 1. Supplemental U.S. Median Employee Pay Ratio.The form and amount of our CEO’s annual total compensation is largely influenced by prevailing compensation practices in the United States and the competitive market for each year. Mr. Coburn could change his investment elections upsenior executive talent. While the market for such talent is global, given that the Company is a U.S.-headquartered, publicly traded company, we believe that it is useful to six times per year. Underunderstand the termsrelationship between the annual total compensation of our CEO and the median of the arrangement with Mr. Coburn, the balanceannual total compensation of Mr. Coburn’s account became due and payable in a lump sum six months following his resignation from the Company. Accordingly, the Company made a lump sum payment to Mr. Coburn in the amount of $1,558,679 on April 3, 2017.our U.S. employees. 2017 Proxy Statement      37 2018 Proxy Statement   41 Table of Contents Compensation POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLPotential Payments Upon Termination or Change in Control Overview of Potential Payments Overview of Potential Payments We have entered into Employment Agreements with our NEOs that provide certain benefits upon such employees being terminated without Cause or leaving for Good Reason (a “Qualifying Termination”). Such benefits are adjusted in the event the Qualifying Termination occurs within the 12 months following a change in control. Following a review by the Compensation Committee of the terms of such Employment Agreements against the Company peer group and other market trends and data that indicated that such agreements provided benefits that were below market, we entered into amended and restated versions of such Employment Agreements with each of our NEOs in February 2018. The table below summarizes the benefits under such Employment Agreements as amended and restated and the benefits under the prior versions of such Employment Agreements. Unvested PSUs / Performance-Based Awards Termination Event Employment Agreement Version Salary and Bonus Benefits Unvested RSUs / Time-Based Awards Performance Measurement Period Ended; Performance Objectives Satisfied      Performance Measurement Period Not Ended Qualifying Termination – no Change in Control 22 months Current 1x …base salary, payable in installments over 12 months of reimbursement for COBRA premiums One year’s acceleration of vesting One year’s acceleration of vesting Unvested portion of award forfeited Qualifying Termination – within 12 months of Change in Control 12 months base salary, payable in installments, and …annual cash incentive payout at incentive(100% of target, target),payable in a lump sum 1218 months of reimbursement for COBRA premiums ofreimbursementfor COBRApremiums Acceleration of entire award Accelerationof awards that wouldotherwise vestin the next12 months Acceleration of entire award ofawards that wouldotherwise vest in thenext12 months Forfeited Previous – Prior toFebruary 2018amendmentandrestatement 22 months …base salary, payablein installments 12 monthsofreimbursementfor COBRApremiums QualifyingTermination –within 12 monthsofChange inControl Current 2x …base salary, payableover 24 months …annual cash incentive(100% of target),payable in a lump sum 18 monthsofreimbursementfor COBRApremiums Acceleration of prorated portion entire award Acceleration ofentire award Acceleration ofentire award(based on performance asonperformanceas of change incontrol date) Previous – Prior toFebruary 2018amendmentandrestatement 1x …base salary, payableover 12 months …annual cash incentive(100% of target),payable in control date a lump sum 12 monthsofreimbursementfor COBRApremiums What is a “Qualifying Termination”? Termination without “Cause” Leaving for “Good Reason” “Cause” is defined as: ●Willful malfeasance or willful misconduct in connection with employment; ●Continuing failure to perform duties requested by the Board; ●Failure to observe material policies of the Company; ●Commission of any felony or any misdemeanor involving moral turpitude; ●Engaging in any fraudulent act or embezzlement; or ●Any material breach of an employment agreement.Employment Agreement. “Good Reason” is defined as: ●A material diminution of authority, duties or responsibilities; ●A material diminution in overall compensation package that is not broadly applied to other executives; ●The Company’s failure to obtain from its successor the express assumption of an Employment Agreement; or ●The Company’s change, without the NEO’s consent, in the principal place of his or her work to a location more than 50 miles from the primary work location, but only if the change is after a change in control. 42  Cognizant Technology Solutions Corporation Table of Contents The amended and restated versions of the Employment Agreements also provide that in the eventfollowing benefits upon the death of the employee (the prior versions did not include any payments under the Employment Agreements would constitute parachute payments under IRC Section 280G, then the payments under the Employment Agreements will be reduced by the minimum amount necessary so that no amounts paid will be non-deductible to the Company or subject to the excise tax imposed under IRC Section 4999.such benefits):  ● 1x annual cash incentive (100% of target), pro-rated for the portion of the year the employee served, payable in a lump sum; ● Acceleration of the entirety of any equity awards that would have vested solely upon continued service with the Company; and ● Acceleration of any equity awards that had performance measurement periods ongoing, with the level of achievement determined by the Compensation Committee’s good faith determination of the level of Company achievement of the performance objectives for the portion of the performance measurement period that elapsed prior to death. No Excess Parachute Payments The Employment Agreements also provide that in the event any payments under the Employment Agreements would constitute parachute payments under IRC Section 280G, then the payments under the Employment Agreements will be reduced by the minimum amount necessary so that no amounts paid will be non-deductible to the Company or subject to the excise tax imposed under IRC Section 4999. Cash severance payments are contingent on the NEO executing a waiver and release of claims in favor of the Company and complying with one-year post-termination non-competition and non-solicitation covenants, a six-month post-termination intellectual property covenant and a perpetual confidentiality covenant. Upon any termination of employment, each NEO will also be entitled to any amounts earned, accrued and owed but not yet paid to such NEO as of the termination date and any benefits accrued and earned in accordance with the terms of any benefits plans or programs, and these amounts are not conditioned upon the release becoming effective. No additional amounts will be paid on termination due to death or disability. 38      Cognizant Technology Solutions Corporation TableCalculation of ContentsPotential Payments Compensation Calculation of Potential Payments The following table shows potential payments to our NEOs under the Employment Agreements in effect on December 31, 2017 (i.e., prior to the amendment and restatement of such Employment Agreements in February 2018) in the event of a Qualifying Termination prior to or within 12 months following a change in control. After the period of 12 months following a change in control, the potential payments upon a Qualifying Termination, absent another changeinchange in control, revert to those prior to a change in control as set forth below. Potential payments are calculated assuming a December 31, 20162017 Qualifying Termination date and, where applicable, using the closing price of our common stock of $56.03$71.02 on December 30, 2016,29, 2017, as reported on NASDAQ.Nasdaq. Name       Trigger            Salary and Bonus       Benefits       Awards Acceleration/ Extension       Total       Trigger       Salary and Bonus       Benefits       Awards Acceleration / Extension       Total Francisco D’Souza Qualifying Termination Prior to Change in Control $1,217,883 $11,379    $8,662,630    $9,891,893 Qualifying Termination Prior to Change in Control $ 1,217,883 $ 10,834    $ 7,320,315 $ 8,549,033 Qualifying Termination Following Change in Control $1,228,955 $11,379 $11,229,421 $12,469,755 Qualifying Termination Following Change in Control $ 1,228,955 $ 10,834 $ 26,696,418 $ 27,936,207 Death or Disability – – – – Death or Disability — — — — Retirement – – – – Retirement — — — — Termination for Other Reasons – – – – Termination for Other Reasons — — — — Rajeev Mehta Qualifying Termination Prior to Change in Control $1,155,000 $15,527 $4,423,961 $5,594,488 Qualifying Termination Prior to Change in Control $ 1,155,000 $ 14,574 $ 3,981,452 $ 5,151,027 Qualifying Termination Following Change in Control $1,165,500 $15,527 $5,734,783 $6,915,809 Qualifying Termination Following Change in Control $ 1,165,500 $ 14,574 $ 15,749,537 $ 16,929,611 Death or Disability – – – – Death or Disability — — — — Retirement – – – – Retirement — — — — Termination for Other Reasons – – – – Termination for Other Reasons — — — — Karen McLoughlin Qualifying Termination Prior to Change in Control $781,917 $11,233 $2,230,442 $3,023,592 Qualifying Termination Prior to Change in Control $ 916,667 $ 11,221 $ 1,967,964 $ 2,895,852 Qualifying Termination Following Change in Control $789,025 $11,233 $2,916,474 $3,716,732 Qualifying Termination Following Change in Control $ 925,000 $ 11,221 $ 7,225,078 $ 8,161,298 Death or Disability – – – – Death or Disability — — — — Retirement – – – – Retirement — — — — Termination for Other Reasons – – – – Termination for Other Reasons — — — — Ramakrishna Prasad Qualifying Termination Prior to Change in Control $870,833 $15,527 $1,807,528 $2,693,888 Qualifying Termination Prior to Change in Control $ 870,833 $ 15,606 $ 1,781,111 $ 2,667,550 Chintamaneni Qualifying Termination Following Change in Control $878,750 $15,527 $2,965,500 $3,859,777 Qualifying Termination Following Change in Control $ 878,750 $ 15,606 $ 6,054,597 $ 6,948,953 Death or Disability – – – – Death or Disability — — — — Retirement – – – – Retirement — — — — Termination for Other Reasons – – – – Termination for Other Reasons — — — — Dharmendra Kumar Qualifying Termination Prior to Change in Control $687,500 $11,232 $1,674,401 $2,373,133 Sinha Qualifying Termination Following Change in Control $693,750 $11,232 $2,932,666 $3,637,648 Matthew W. Friedrich Qualifying Termination Prior to Change in Control $ 962,500 $ — $ 1,562,582 $ 2,525,082 Death or Disability – – – – Qualifying Termination Following Change in Control $ 971,250 $ — $ 5,905,455 $ 6,876,705 Retirement – – – – Death or Disability — — — — Termination for Other Reasons – – – – Retirement — — — — Termination for Other Reasons — — — — 2018 Proxy Statement  43 Table of Contents 2017 Proxy Statement      39 Table of Contents Compensation Proposal 3 PROPOSAL 4 Ratification of Appointment of Independent Registered Public Accounting Firm APPROVAL OF 2017 INCENTIVE AWARD PLAN What are you voting on? We are asking stockholders to approve the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan (the “Plan”), which would replace the Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan (the “2009 Plan”). If our stockholders approve this proposal, no new awards will be granted under the 2009 Plan. If, however, our stockholders do not approve this proposal, the Plan will not become effective and the 2009 Plan will remain in effect in accordance with its current terms and conditions until the remaining share pool is exhausted. In either case, awards outstanding under the 2009 Plan and its predecessor plans will remain subject to the terms of the 2009 Plan and such predecessor plans, as applicable. The Board unanimously recommends a voteFOR the approval of the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. Resolution Stockholders are being asked to Approve RESOLVED, that the stockholders of Cognizant Technology Solutions Corporation approve the adoption of the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. The Board recommends a vote FOR the Plan so that the Company has enough shares of common stock available to grant to maintain its compensation structure and achieve the purposes of the Plan, which are to: ●Provide incentives to our employees, consultants and non-employee directors, including the employees of our subsidiaries, in the form of equity and other incentive awards to ●Motivate them to perform well and generate superior returns for our stockholders and ●Induce them to remain in our service. In determining to approve the Plan, the Compensation Committee and the Board reviewed the terms of the Plan and an analysis prepared by Pay Governance, the Compensation Committee’s independent compensation consultant, both of which are summarized in this proposal. Background Our stockholders approved the 2009 Plan in June 2009. Since that time, we have periodically granted stock options, RSUs and PSUs under the plan. We believe that long-term compensation through stock-based compensation in the form of stock options, RSUs and PSUs is important in attracting and retaining executive talent and other key personnel. Such equity awards align the interests of the individuals with those of our stockholders and incentivize them to maximize stockholder value. At the Annual Meeting, stockholders are being asked to vote on a proposal to approve the adoption of the Plan. If the Plan is approved, the maximum aggregate number of shares of our common stock that may be issued under the Plan will be equal to the sum of (i) the approximately 7,000,000 shares remaining available for awards under the 2009 Plan which will be transferred to the Plan, (ii) 46,000,000 new shares and (iii) the number of shares subject to outstanding awards under the 2009 Plan that, after the effective date of the Plan, terminate, are forfeited, are converted into awards of another entity in connection with a spin-off or similar event, or are settled for cash. The number of shares of common stock reserved for issuance under the Plan will be reduced on a one-for-one basis for each share of stock issued under the Plan pursuant to a stock option or stock appreciation right (“SAR”) and will be reduced by two shares for each share of stock issued under the Plan pursuant to an RSU or PSU (“full-value awards”). Therefore, the 46,000,000 new shares being requested would actually represent only 23,000,000 actual shares if only full-value awards are granted under the Plan, which is consistent with our recent practices for employees. The Plan was adopted by our Board on March 27, 2017, subject to stockholder approval at the Annual Meeting. A copy of the Plan is attached hereto as Appendix A. The Plan is intended to serve as a successor to the 2009 Plan. No further awards will be made under the 2009 Plan following the earlier of (i) the plan termination date or (ii) stockholder approval of the Plan. Stockholder approval of the Plan will not affect any options or stock issuances outstanding under 2009 Plan. Our Current Equity Grant Practices What We Do Mix of PSUs and RSUs with an emphasis on PSUs for senior executives Long-term vestingsuch that PSUs have a 2-year performance measurement period and, for executive officers, vest 1/3rd at 30 months and 2/3rds at 36 months and, for other employees, fully vest at 29 months following the start of such period; RSUs vest quarterly over three years from grant What We Don’t Do No dividend equivalent payments on unearned PSUs or RSUs (accumulated dividend equivalents paid only on vesting) 40      Cognizant Technology Solutions Corporation Table of Contents Compensation Overview of the Plan On March 27, 2017, the Board adopted, subject to stockholder approval, the Plan. If approved by stockholders, the Plan would replace the 2009 Plan. The key differences between the Plan and the 2009 Plan are: ● As of December 31, 2016, there were approximately 7,000,000 shares available for future awards under the 2009 Plan, which, based on our three-year average burn rate of 0.78%, would last for only approximately one year assuming current grant practices. If the Plan is approved, the maximum aggregate number of shares of our common stock that may be issued under the Plan will be equal to the sum of (i) the approximately 7,000,000 shares remaining available for awards under the 2009 Plan that will be transferred to the Plan, (ii) 46,000,000 new shares and (iii) the number of shares subject to outstanding awards under the 2009 Plan that, after the effective date of the Plan, terminate, are forfeited, are converted into awards of another entity in connection with a spin-off or similar event, or are settled for cash. Such a share reserve would be sufficient for approximately six years of awards, assuming current grant practices. However, these timelines may change based on future circumstances that require a change to expected grant practices, such as changes in the price of the shares of our common stock, grant amounts provided by our competitors, hiring activity and promotions. ● The number of shares of common stock reserved for issuance under the Plan will be reduced on a one-for-one basis for each share of stock issued under the Plan pursuant to a stock option or SAR and will be reduced by two shares for each share of stock issued under the Plan pursuant to a full-value award. Under the 2009 Plan, shares subject to full-value awards count as 1.55 shares. ● The 2009 Plan is currently set to expire on April 15, 2019. The Plan would have aterm of ten years from the date of Board adoption through March 27, 2027. ● The 2009 Plan provides that the maximum annual limit on the number of shares that can be granted to any one person is 5,000,000 and the maximum annual limit on the amount of cash that can be granted to any one person is $4,000,000. The Plandecreases the per-person share limit to 3,000,000 for stock options and SARs and 2,000,000 for RSUs and PSUs and other full-value awards, andincreases the per-person cash limit to $10,000,000. ● While the 2009 Plan provides for a maximum seven-year term for stock options, the Plan provides thatstock options may have a term of up to ten years. ● The 2009 Plan provides for a maximum limit on director awards of 100,000 shares per year. The Planchanges the per year limit on director awards to $900,000 in the aggregate for cash and equity awards. ● The Plan clarifies that all awards will be subject to the provisions of anyclawback policy implemented by the Company. How Long We Expect the Share Pool to Last We expect that the proposed share pool for new grants under the Plan, if stockholders approve this proposal, will last six years. How the Plan is Designed to Protect Stockholders’ Interests The following features of the Plan will protect the interests of our stockholders: ● Limits on authorized shares – no evergreen provision. If the Plan is approved, the maximum aggregate number of shares of our common stock that may be issued under the Plan will be equal to the sum of (i) the approximately 7,000,000 shares remaining available for awards under the 2009 Plan that will be transferred to the Plan, (ii) 46,000,000 new shares and (iii) the number of shares subject to outstanding awards under the 2009 Plan that, after the effective date of the Plan, terminate, are forfeited, are converted into awards of another entity in connection with a spin-off or similar event, or are settled for cash. The number of shares of common stock reserved for issuance under the Plan will be reduced on a one-for-one basis for each share of stock issued under the Plan pursuant to a stock option or SAR and will be reduced by two shares for each share of stock issued under the Plan pursuant to a full-value award. The Plan does not have an “evergreen” feature. ● Limits on term of stock options. The maximum term of each stock option and SAR that can be granted under the Plan is ten years. ● Limits on share counting. Shares surrendered or withheld for the payment of the exercise price or taxes under stock options or SARs, shares surrendered or withheld for the payment of taxes on RSUs, PSUs and other full-value awards, shares repurchased in the open market with the proceeds of an option exercise, and shares subject to SARs that are not issued in connection with the stock settlement of the SARs may not again be made available for issuance under the Plan. ● No stock option repricing. The Plan prohibits the repricing of “underwater” options and SARs, whether by amending an existing award, substituting a new award at a lower price or executing a cash buyout. ● No discounted stock option grants. The Plan prohibits granting stock options or SARs with an exercise price less than the fair market value of Cognizant common stock on the date of grant. ● No automatic change in control benefits. The Plan does not provide any automatic benefits upon a change in control or any excise tax gross-ups. ● Clawback Policy. The Plan requires all awards to be subject to our clawback policy. ● No dividend equivalents on unvested awards. The Plan prohibits the payment of dividends and dividend equivalents on unvested awards. 2017 Proxy Statement      41 Table of Contents Compensation Key Data About Our Grant Practices Pay Governance’s analysis highlighted the following key data points regarding the Plan and our grant practices. Burn Rate Burn rate measures how rapidly we are using an equity plan’s share pool. We measure burn rate on a gross basis, calculated as follows: (total shares granted) (weighted average Cognizant shares outstanding (undiluted)) Over the last three years, our burn rate averaged 0.78%, The burn rates for the last three years were 1.02%, 0.46%, and 0.86% for 2014, 2015 and 2016, respectively. The Board believes that these are acceptable burn rates. Overhang Overhang measures the potential stockholder dilution from outstanding equity awards and shares available for grant. We use a “simple overhang” measurement, calculated as follows: (awards outstanding) + (shares available for grant) (weighted average Cognizant shares outstanding (undiluted)) If this proposal is adopted, our overhang will be 10.4%. The Board believes that the requested number of shares of common stock under the Plan represents a reasonable amount of potential equity dilution. Historical Grant Information Grant information 2014 2015 2016 Options granted       67,736       55,336       70,258 Full-value awards granted1 6,148,143 2,731,757 5,145,594 Cognizant shares outstanding2 608,125,852 609,129,517 606,828,543 1 Assumes maximum performance for PSUs. See “PSUs” on page 27. 2 Number outstanding at year-end. Equity Compensation Plan Information The following table provides information regarding the total share authorization under the Plan and the 2009 Plan if this proposal is approved. Shares Shares available for new Plan awards under 2009 Plan as of December 31, 2016 7,000,000  1 Shares subject to outstanding 2009 Plan and predecessor plan awards as of December 31, 2016 9,900,000  2 Total new authorized Plan shares requested in this Proposal 46,000,000 Total authorized Plan shares if this Proposal is approved (including shares subject to outstanding 2009 Plan and predecessor awards) 62,900,000 1 Will be transferred to the Plan and no longer available under the 2009 Plan. 2 Includes 7,500,000 for outstanding full-value awards (RSUs and PSUs (assuming target performance)) and 2,400,000 for outstanding stock options, with a weighted average exercise price of $21.08 and weighted average remaining contractual term of 1.6 years. The following table provides information as of December 31, 2016 with respect to the shares of our common stock that may be issued under our existing equity compensation plans, which include the 2009 Plan and the 2004 ESPP, and one of our prior equity compensation plans, the Amended and Restated 1999 Incentive Compensation Plan (the “1999 Plan”). The 2009 Plan succeeded the 1999 Plan and wasapproved by stockholders. Awards granted under the 1999 Plan remain valid, though no additional awards may be granted from such plan. For additional information on our equity compensation plans, see Note 15 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities Reflected in first column) Equity compensation plans approved by security holders1       9,994,8652       $21.083       12,204,6654 Equity compensation plans not approved by security holders – N/A –        Total 9,994,865 $21.083 12,204,665 1 Consists of the 1999 Plan, the 2009 Plan and the 2004 ESPP. 2 Excludes purchase rights outstanding under the 2004 ESPP. Under such plan, employees may purchase whole shares of common stock at a price per share equal to 90% of the lower of the fair market value per share on the first day of the purchase period or the fair market value per share on the last day of the purchase period. As of December 31, 2016, 2,384,043 shares of common stock may be issued pursuant to stock options upon exercise, 4,863,988 shares of common stock may be issued pursuant to RSUs upon vesting and 2,746,834 shares of common stock may be issued pursuant to PSUs upon vesting. The number of shares of common stock that may be issued under the outstanding and unvested PSUs for which the performance measurement period has not ended is based on vesting of the maximum number of award shares. The actual number of shares of common stock that may vest will generally range from 0% to 200% of the target number based on the level of achievement of the applicable performance metric(s) and the continued service vesting requirements. 3 As of December 31, 2016, the weighted-average exercise price of outstanding options to purchase common stock was $21.08 and no weighting was assigned to RSUs or PSUs as no exercise price is applicable to RSUs or PSUs. 4 Includes 7,016,658 shares of common stock available for future issuance under the 2009 Plan and 5,188,007 shares of common stock available for future issuance under the 2004 ESPP. As of December 31, 2016, there were no outstanding purchase periods under the 2004 ESPP. 42      Cognizant Technology Solutions Corporation Table of Contents Compensation Frequently Asked Questions About the Plan This summary is qualified by reference to the complete text of the Plan, which can be found in Appendix A on page 59. Who will be eligible to participate in the Plan? All officers, employees, consultants and directors of Cognizant and its subsidiaries — approximately 270,000 persons (approximately eighteen executive officers, ten non-employee Directors, approximately 260,000 other employees and approximately 10,000 consultants or advisors) — will be eligible to participate in the Plan. Who will administer the Plan? Generally. The Plan will be administered by the Compensation Committee, an independent committee of the Board. The Compensation Committee will have the authority to make any determination or take any action that it deems necessary or desirable to administer the Plan, and also will have the sole discretion to interpret the Plan and all award agreements. With limited exceptions, the Compensation Committee will be able to delegate its authority under the Plan to a subcommittee consisting of one or more members of the Board or one or more of the Company’s officers. As it Relates to Director Compensation.The Board will administer the Plan as it relates to director compensation. How many shares will be available for Plan awards? If the Plan is approved, the maximum aggregate number of shares of our common stock that may be issued under the Plan will be equal to the sum of (i) the approximately 7,000,000 shares remaining available for awards under the 2009 Plan that will be transferred to the Plan, (ii) 46,000,000 new shares and (iii) the number of shares subject to outstanding awards under the 2009 Plan that, after the effective date of the Plan, terminate, are forfeited, are converted into awards of another entity in connection with a spin-off or similar event, or are settled for cash. The number of shares of common stock reserved for issuance under the Plan will be reduced on a one-for-one basis for each share of stock issued under the Plan pursuant to a stock option or SAR and will be reduced by two shares for each share of stock issued under the Plan pursuant to a full-value award. Therefore, the 46,000,000 new shares being requested would actually represent only 23,000,000 actual shares if only full-value awards are granted under the Plan, which is consistent with our recent practices for employees. Shares delivered pursuant to an award may consist of authorized and unissued shares or treasury shares. ● What Will Reduce the Share Pool.Awards under the Plan settled in shares and dividend equivalents denominated in shares. ● What Will Not Reduce the Share Pool.Awards made upon the assumption of or in substitution for outstanding grants made by a company that we acquire (except as may be required for purposes of incentive stock options). ● Which Shares Can Return to the Share Pool.Shares covered by an award under the Plan or, after the effective date of the Plan, the 2009 Plan that is terminated or forfeited because payout conditions are not met or that is converted into an award of another entity in connection with a spin-off or similar event, or that is settled for cash. ● Which Shares Cannot Return to the Share Pool.Shares surrendered to pay the exercise price or withholding taxes for stock options or SARs, shares repurchased in the open market with the proceeds of an option exercise, shares that were subject to a stock-settled SAR that were not issued upon its net settlement, and shares withheld to pay withholding taxes on RSUs, PSUs and other full-value awards. The last sales price of Cognizant’s shares of common stock, $0.01 par value, on April 10, 2017 was $58.97 per share, as reported on NASDAQ. What kind of awards will the Compensation Committee be able to grant under the Plan? Stock Options and SARs.The maximum term for stock options and SARs will be ten years. Options may be either nonqualified stock options or incentive stock options. The exercise price per share subject to each option and SAR may not be less than the fair market value per share on the date of grant. The administrator will establish the vesting schedule and the method for paying the exercise price of these awards. Unless otherwise specified by the administrator or as otherwise directed by a participant in writing to the Company, vested options and SARs with an exercise price per share that is less than the fair market value of the underlying share as of the last day of their respective terms will be automatically exercised on the last day of the term. Restricted Stock and RSUs (including PSUs).The administrator will establish the applicable restrictions and vesting schedule of these awards. Recipients of restricted stock will have voting rights and will have the right to receive dividends, but such dividends will generally be paid out only to the extent the restricted stock vests. Recipients of RSUs generally will have no voting or dividend rights prior to settlement unless dividend equivalents are granted along with the RSUs. Other Stock or Cash-Based Awards.The administrator may grant other stock or cash-based awards, including awards entitling a holder to receive shares or cash to be delivered immediately or in the future, including cash payments, cash bonus awards, stock payments, stock bonus awards, incentive awards, deferred stock, deferred stock units, retainers, committee fees and meeting-based fees, under such terms as it determines. In addition, the administrator will determine (1) whether an award includes dividends or dividend equivalents (other than stock options or SARs) and (2) what happens if a participant terminates employment. Awards generally are not transferable. Will there be minimum vesting periods for Plan awards? The Plan will not include minimum vesting periods for awards. The Company currently grants PSUs that have a two-year performance measurement period with vesting for executive officers of 1/3rd at 30 months and 2/3rds at 36 months and for other employees 100% at 29 months. In addition, the Company currently grants RSUs that vest quarterly over three years. Will Plan awards be subject to a clawback policy? Plan awards granted to executive officers and Directors will be subject to the Company’s clawback policy. See “Clawback Policy” on page 31. What will be the material terms of the performance goals for awards intended to qualify under Section 162(m)? Section 162(m) of the Internal Revenue Code (“Section 162(m)”) imposes a $1,000,000 limit on the amount that a public company may deduct for compensation paid to a company’s CEO or any of a company’s three other most highly compensated executive officers (other than the CFO) who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation. One of the requirements for compensation to qualify is that the material terms of the performance goals for such compensation be approved by stockholders every five years. 2017 Proxy Statement      43 Table of Contents Compensation For purposes of Section 162(m), the material terms of the performance goals include the following: ● which employees would be subject to the goals; ● the business measurements on which the performance goals would be based; and ● the formula that would be used to calculate the maximum amount of compensation that can be paid to an employee under the arrangement. Each of these aspects is discussed below, and stockholder approval of this proposal constitutes approval of each of these aspects for purposes of Section 162(m). Employees Covered The Company’s NEOs would be subject to the performance goals described in this section. We may apply the performance goals to all executive officers in the event that any of them becomes a covered employee under Section 162(m). Business Measurements The business measurements that may be used to establish performance goals are limited to the following: (i) revenue or revenue growth, (ii) operating or net income, (iii) operating or net income before acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (iv) operating or net income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (v) gross, operating or net profit margin, (vi) gross, operating or net profit margin before acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (vii) earnings per share, either before or after acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (viii) return on assets, capital or stockholder equity, (ix) total stockholder return, (x) cash flow, (xi) measures in terms of days sales outstanding or accounts receivable outstanding, (xii) working capital, (xiii) market share, (xiv) increases in customer base, (xv) cost reductions or other expense control objectives, (xvi) market price of the common stock, whether measured in absolute terms or in relationship to earnings or operating income or in relation to various stock market or industry indices, (xvii) budget objectives, (xviii) working capital, (xix) mergers, acquisitions or divestitures, (xx) measures of customer satisfaction, (xxi) productivity measures, (xxii) funds from operations, (xxiii) operating efficiency, or (xxiv) economic value-added models. Committee Authority to Measure Performance Goals.The Compensation Committee may establish performance goals that are measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices, in each case as specified by the Compensation Committee in the award. Committee Authority to Adjust Performance Goals.TheCompensation Committee may adjust the performance goals to remove the effect of (i) items related to a change in applicable accounting standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the performance period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (ix) items attributable to any stockdividend, stock split, combination or exchange of stock occurring during the performance period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or infrequent corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual or nonrecurring events or changes in applicable law, applicable accounting standards or business conditions. Per-Person Maximum Amounts Subject to any adjustments that the administrator makes (as described below), the Plan limits the number of shares and the amount of cash that can be granted to an individual in any one-year period as follows: 1-year per-person limit Stock options & SARs 3 million shares Other awards 2 million shares Cash $10,000,000 In addition, there will be a limit of $900,000 on the sum of the grant date fair value of equity-based awards and the amount of any cash compensation that may be granted to a non-employee Director during any calendar year. If approved by stockholders, this proposal would not limit Cognizant’s right to condition payment of annual bonuses or equity awards on achievement of additional quantitative or qualitative performance goals or to award or pay other or additional forms of compensation (including, but not limited to, salary, other incentive-based cash compensation or other stock-based awards under the Plan). These other forms of compensation may be paid regardless of whether the performance goals described in this proposal are achieved in any future year, and whether or not payment of such other forms of compensation would be tax deductible, but will be designed so as not to affect the deductibility of arrangements intended to qualify as performance-based compensation under Section 162(m). However, there can be no guarantee that amounts payable under these programs and awards will be treated as qualified performance-based compensation under Section 162(m). What adjustments will the administrator be permitted to make under the Plan? Anti-Dilution Adjustments. In the event of certain corporate transactions affecting Cognizant’s outstanding common stock – such as a stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of the Company’s assets to stockholders (other than normal cash dividends) – the administrator may make adjustments as it deems appropriate to prevent dilution or enlargement of Plan benefits. This could include changes to the number and type of shares to be issued under the Plan and outstanding awards, the exercise price of outstanding awards, Plan and per-person limits on the number of shares that can be granted and the manner in which shares subject to full-value awards will be counted. If such an event constitutes an “equity restructuring” for purposes of applicable accounting guidance, certain adjustments will be mandatory. Corporate Events and Change in Control.In the case of any event described under “Anti-Dilution Adjustments” above or any unusual or nonrecurring transactions or events affecting the Company or any subsidiary or the financial statements of the Company or any subsidiary, or of changes in applicable law or applicable accounting standards, the administrator may take any of the following actions 44      Cognizant Technology Solutions Corporation Table of Contents Compensation with respect to any award to prevent dilution or enlargement of plan benefits, to facilitate such events or to give effect to changes in law or accounting standards: ● Terminate the award for a cash paymentwith a value equal to the amount that would have been attained upon the exercise of the award or the realization of the holder’s rights; ● Provide that the award may be assumed by the successor or survivor corporation or substituted for by similar awards, with appropriate adjustments; ● Adjust the number and type of shares subject to the award or the terms and conditions of the award; ● Provide that the award will be exercisable or payable or fully vested; ● Replace the award with other rights or property; ● Provide that the award cannot vest, be exercised or become payable after the event;or ● Refuse to permit the exercise of any award during a limited period up to 30 days prior to the event. The Plan provides for double-trigger vesting in that if an award continues in effect or is assumed or an equivalent award substituted in connection with a change in control, and a holder incurs a termination of service without “cause” (as defined in the sole discretion of theadministrator, or as set forth in the award agreement) upon or within 12 months following the change in control, then the holder will be fully vested in such award. What will be the duration of the Plan? The Plan became effective on March 27, 2017, the date it was adopted by the Board, subject to the approval of stockholders. The Plan will expire on the tenth anniversary of such date, such that no award may be granted under the Plan after March 27, 2027. How can the Plan or awards be amended? Amendments to the Plan.The Board may amend, suspend or terminate the Plan, but will seek stockholder approval of any amendment that would: ● Increase the number of authorized shares under the Plan (except in connection with anti-dilution adjustments as discussed above); or ● Permit underwater stock options or SARs to be repriced, replaced or exchanged. Amendments to Awards.The administrator may amend, modify or terminate any outstanding award. No amendment, suspension or termination of the Plan or amendment of any award may materially and adversely affect the rights or obligations of a holder without his or her consent. Other Information About the Plan Summary of U.S. Federal Income Tax Consequences The following summary of tax consequences to Cognizant and to Plan participants is intended to be used solely by stockholders in considering how to vote on this proposal and not as tax guidance to participants in the Plan. It relates only to federal income tax and does not address state, local or foreign income tax rules or other U.S. tax provisions, such as estate or gift taxes. Different tax rules may apply to specific participants and transactions under the Plan, particularly in jurisdictions outside the United States. In addition, this summary is as of the date of this proxy statement; federal income tax laws and regulations are frequently revised and may be changed again at any time. Therefore, each recipient is urged to consult a tax advisor before exercising any award or before disposing of any shares acquired under the Plan. Stock Options and SARs.The grant of an option or SAR will create no tax consequences for the participant or the Company. A participant will have no taxable income upon exercise of an incentive stock option, except that the alternative minimum tax may apply. Upon exercise of an option other than an incentive stock option, a participant generally must recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. When disposing of shares acquired by exercise of an incentive stock option before the end of the applicable incentive stock option holding periods, the participant generally must recognize ordinary income equal to the lesser of (1) the fair market value of the shares at the date of exercise minus the exercise price and (2) the amount realized upon the disposition of the shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding periods are met) generally will result in only capital gain or loss. Other Awards.Other awards under the Plan generally will result in ordinary income to the participant at the later of the time of delivery of cash, shares, or other awards, or the time that either the risk of forfeiture or restriction on transferability lapses on previously delivered cash, shares or other awards. Section 409A.Certain types of awards under the Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code (“Section 409A”). Unless certain requirements set forth in Section 409A are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties). To the extent applicable, the Plan and awards granted under the Plan will be structured and interpreted in a manner that is intended to be exempt from or comply with Section 409A and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A. In the event the administrator determines that any award may be subject to Section 409A, the administrator may (but is not obligated to), without a holder’s consent, adopt amendments to the Plan and applicable award agreements or adopt policies and procedures that the administrator determines are necessary or appropriate to exempt the applicable awards from Section 409A or to comply with the requirements of Section 409A. Company Deduction.Except as discussed below, the Company is generally entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with options, SARs or other awards, but not for amounts the participant recognizes as capital gain. Thus, the Company will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares for the incentive stock option holding periods. Impact of Section 162(m) Deduction Limitation.The Plan is designed to provide for awards that are exempt from the requirements of Section 162(m), which generally provides that income tax deductions of publicly held companies may be limited to the extent total compensation for certain executive officers exceeds $1,000,000 in any taxable year of the company, but provides that the deduction limit will not apply to certain “performance-based compensation” that is granted or vests based upon pre-established objective performance goals and is established by an independent compensation committee and the material terms of which are adequately disclosed to and approved by stockholders. Cognizant intends that options, SARs and PSUs granted under the Plan will qualify as performance-based compensation not subject to a deductibility cap. However, a number of requirements must 2017 Proxy Statement      45 Table of Contents Compensation be met in order for particular compensation to so qualify, so there can be no assurance that these types of compensation under the Plan will be fully deductible under all circumstances. In addition, other types of compensation provided under the Plan may not qualify as performance-based compensation under Section 162(m) and therefore may not be deductible. For more information, see “What will be the material terms of the performance goals for awards intended to qualify under Section 162(m)?” on page 43. Impact of Section 280G Deduction Limitation.Our ability to obtain a deduction for payments under the Plan could also be limited by the golden parachute rules of IRC Section 280G, which prevents the deductibility of certain excess parachute payments made in connection with a change in control of a company. Plan Benefits New Plan Benefits.Our Directors and executive officers may benefit from the grant of equity-based awards under the Plan. Grants of stock options and RSUs that will be awarded to non-employee Directors serving on the Board on the date of the Annual Meeting are shown in the table below. The number of awards that our NEOs, other executive officers and other employees may receive under the Plan will be determined in the discretion of the Compensation Committee in the future, and the Compensation Committee has not made any determination to make future grants to any persons under the Plan as of the date of this proxy statement. Therefore, it is not possible to determine the benefits that will be received in the future by such participants in the Plan or the benefits that would have been received by such participants if the Plan had been in effect in the year ended December 31, 2016. Name and Position Dollar Value of Shares Underlying Options Granted Dollar Value of Shares Subject to Stock Awards Francisco D’Souza Chief Executive Officer       $0       $0 Rajeev Mehta President $0 $0 Gordon J. Coburn Former President $0 $0 Karen McLoughlin Chief Financial Officer $0 $0 Ramakrishna Prasad Chintamaneni EVP and President, Global Industries and Consulting $0 $0 Dharmendra Kumar Sinha EVP and President, Global Client Services $0 $0 All current executive officers as a group $0 $0 All current non-employee Directors as a group1 $1,050,000 $1,050,000 All employees except current executive officers as a group $0 $0 1 At the Annual Meeting, each non-employee Director will each receive a grant of stock options with a modified Black-Scholes value (using the assumptions utilized in preparing the Company’s most recent audited financial statements) as of the date of grant of $105,000 and a grant of RSUs with a fair market value as of the date of grant of $105,000, unless such member is not elected at the Annual Meeting. The number of shares subject to such awards will be determined based on the fair market value of our common stock on the date of grant and, therefore, is not determinable at this time. Each such option will have an exercise price per share equal to the fair market value per share of our common stock on the grant date and a maximum term of seven years measured from the grant date and will vest ratably, 50% per year on each of the first two anniversaries of the date of grant, subject to the Director’s continued service on the Board through each applicable vesting date. Each such RSU award will vest ratably, one-third on each of the first three anniversaries of the date of grant, subject to the Director’s continuous service on the Board through each applicable vesting date. 46      Cognizant Technology Solutions Corporation Table of Contents AUDIT MATTERS PROPOSAL 5 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM What are you voting on? Our Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm to audit our consolidated financial statements and our internal control over financial reporting for 2017.2018. We are asking our stockholders to ratify this appointment of PwC. Although ratification is not required by our By-laws or otherwise, the Board values the opinions of our stockholders and believes that stockholder ratification of the Audit Committee’s selection is a good corporate governance practice. If the selection is not ratified, the Audit Committee will take this fact into consideration in determining whether it is appropriate to select another independent auditor for 20172018 or future years. Even if the selection is ratified, the Audit Committee may select a different independent auditor at any time during the year if it determines that this would be in the best interests of the Company and its stockholders. The Board unanimously recommends a voteFOR the Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2017.2018.         Our Auditor Review and Engagement Process Our Auditor Review and Engagement Process The Audit Committee is directly responsible for the appointment, compensation (including negotiation and approval of the audit fee), retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. Our Audit Committee and its chairpersonChairperson are directly involved in the selection of the lead audit partner at the start of each rotation. To ensure continuing audit independence: ● The Audit Committee periodically considers whether there should be a change of the accounting firm that is retained, and considers the advisability and potential impact of selecting a different accounting firm; ● Neither the accounting firm nor any of its members is permitted to have any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services; and ● In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide services to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. We Expect PricewaterhouseCoopers LLP to Attend the 2017 Annual Meeting We Expect PricewaterhouseCoopers LLP to Attend the 2018 Annual Meeting PwC representatives are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they wish and are expected to be available to respond to appropriate questions from stockholders. 2017 Proxy Statement      47 44  Cognizant Technology Solutions Corporation Table of Contents Audit Matters AUDIT COMMITTEE REPORTAudit Committee Report The Audit Committee has furnished the following report: To the Board of Directors of Cognizant Technology Solutions Corporation: The Audit Committee of the Board of Directors acts under a written charter, which is available in the “Company Governance” section of the “About Cognizant” page of the Company’s website located atwww.cognizant.com. The members of the Audit Committee are independent Directors, as defined in its charter and the rules of The Nasdaq Stock Market LLC. The Audit Committee held 11 meetings during 2017. Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s independent registered public accounting firm (“auditor”) is responsible for performing an independent integrated audit of the Company’s annual financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is responsible for providing independent, objective oversight of these processes. The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2017 and has discussed these financial statements with management and the Company’s auditor. The Audit Committee has also received from, and discussed with, the Company’s auditor various communications that such auditor is required to provide to the Audit Committee, including the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB), as may be modified or supplemented. The Company’s auditor also provided the Audit Committee with formal written statements required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the auditor and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the auditor’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the auditor its independence from Cognizant Technology Solutions Corporation. The Audit Committee also considered whether the auditor’s provision of certain other non-audit related services to the Company is compatible with maintaining such firm’s independence. Based on its discussions with management and the auditor, and its review of the representations and information provided by management and the auditor, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017. By the Audit Committee of the Board of Directors of Cognizant Technology Solutions Corporation Zein Abdalla Maureen Breakiron-Evans Jonathan Chadwick John E. Klein Leo S. Mackay, Jr. Joseph M. Velli 2018 Proxy Statement   45 The Audit Committee of the Board of Directors acts under a written charter, which is available in the “Company Overview” section of the “About Cognizant” page of the Company’s website located atwww.cognizant.com, under the “Corporate Governance” tab. The members of the Audit Committee are independent Directors, as defined in its charter and the rules of The NASDAQ Stock Market LLC. The Audit Committee held 15 meetings during 2016. Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s independent registered public accounting firm (“auditor”) is responsible for performing an independent integrated audit of the Company’s annual financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is responsible for providing independent, objective oversight of these processes. The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2016 and has discussed these financial statements with management and the Company’s auditor. The Audit Committee has also received from, and discussed with, the Company’s auditor various communications that such auditor is required to provide to the Audit Committee, including the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB), as may be modified or supplemented. The Company’s auditor also provided the Audit Committee with formal written statements required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the auditor and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the auditor’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the auditor its independence from Cognizant Technology Solutions Corporation. The Audit Committee also considered whether the auditor’s provision of certain other non-audit related services to the Company is compatible with maintaining such firm’s independence. Based on its discussions with management and the auditor, and its review of the representations and information provided by management and the auditor, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. By the Audit Committee of the Board of Directors of Cognizant Technology Solutions Corporation Zein Abdalla Maureen Breakiron-Evans Jonathan Chadwick John E. Klein Leo S. Mackay, Jr. Thomas M. Wendel 48      Cognizant Technology Solutions Corporation Table of Contents Audit Matters INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERSIndependent Registered Public Accounting Firm Fees and Other Matters Fees Fees The following table summarizes the fees of PwC, our independent registered public accounting firm, for each of the last two fiscal years. Fee Category            2015                   2016            2016         2017 Audit Fees $4,122,200 $7,681,100 $ 7,681,100 $ 6,421,600 Audit-Related Fees $1,575,300 $3,486,100 $ 3,486,100 $ 4,063,100 Tax Fees $1,080,600 $879,400 $ 879,400 $ 710,200 All Other Fees $335,400 $238,000 $ 238,000 $ 911,000 Total Fees $7,113,500 $12,284,600 $ 12,284,600 $ 12,105,900 Audit Fees Audit fees consist of fees for the audit of our consolidated financial statements (including services necessary for rendering an opinion under Section 404 of the Sarbanes-Oxley Act), the review of our interim quarterly financial statements, and other professional services provided in connection with statutory and regulatory filings or engagements. The increasedecrease in audit fees from 20152016 to 20162017 was principally due to increased audit worka reduction in connection withfees in 2017 related to matters that are the subject of the Company’s ongoing internal investigation that is being conducted under the oversight of the Audit Committee, with the assistance of outside counsel, focused on whether certain payments relating to Company-owned facilities in India were made improperly and in possible violation of the U.S. Foreign Corrupt Practices Act and other applicable laws. Audit-Related Fees Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees”, including financial due diligence services related to business combinations. These services relate to attest services thatarethat are not required by statute or regulation, consultations concerning financial accounting and reporting matters, and independent assessment of controls related to outsourcing services. The increase in audit-related fees from 20152016 to 20162017 was principally due to an increase in financial due diligence services related to the independent assessment of the Company’s mergers and acquisitions activities.controls related to outsourcing services. Tax Fees Tax fees comprise fees for a variety of permissible services relating to tax compliance, tax planning and tax advice. These services include assistance in complying with local transfer pricing requirements, assistance with local tax audits and assessments, withholding tax and indirect tax matters, preparation and filing of local tax returns, and technical advice relating to local and international tax matters. All Other Fees For 2017, other fees primarily relate to advisory fees for immigration services outside the United States and benchmarking services. For 2016, other fees primarily relate to advisory fees for immigration services. For 2015, other fees primarily relate to advisory fees for immigration Audit Committee Pre-Approval Policy and IT security services.Procedures Audit Committee Pre-Approval Policy and Procedures The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below. From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided. The Audit Committee has also delegated to Maureen Breakiron-Evans, the current Audit Committee Chair, the authority to approve any audit or non-audit services to be provided to us by our independent registered public accounting firm. Any such approval of services pursuant to this delegated authority is reported on at the next meeting of the Audit Committee.Committee meeting. During 20152016 and 2016,2017, the Audit Committee approved all services provided to us by PwC that are subject to the pre-approval policies and procedures described above. 2017 Proxy Statement      49 46   Cognizant Technology Solutions Corporation Table of Contents Company Proposals STOCKHOLDER PROPOSALS PROPOSAL 6Proposal 4 STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE THE STEPS NECESSARY TO ELIMINATE THE SUPERMAJORITY VOTING PROVISIONS IN THE COMPANY’S CERTIFICATE OF INCORPORATION AND BY-LAWSApproval of Amendment and Restatement of 2004 Employee Stock Purchase Plan What are you voting on? The following stockholder proposal will be voted on at the 2017 Annual Meeting only if properly presented by or on behalf of the stockholder proponent. We are asking stockholders to approve the amendment and restatement of the Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan (as amended and restated, the “Amended and Restated ESPP” and, as previously amended and restated as of April 1, 2013, the “ESPP”) so that the Company has enough shares of common stock available for purchase to maintain its compensation structure and achieve the purposes of the ESPP, which are to: ●Provide a means whereby eligible employees may purchase shares of common stock through payroll deductions; ●Provide a further incentive for employees to promote our best interests; and ●Encourage stock ownership by employees in order to participate in our economic progress. If our stockholders do not approve this proposal, then the Amended and Restated ESPP will not take effect, the number of shares of common stock reserved for issuance under the ESPP will not be increased and the ESPP will continue in full force and effect in accordance with its terms. The Board unanimously recommends a voteFORthe approval of the amendment and restatement of the Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan. Overview Our stockholders approved the ESPP in 2013. On February 27, 2018, the Board adopted the Amended and Restated ESPP upon the recommendation of the Compensation Committee and following a review by the Compensation Committee and the Board of the ESPP. The Board is submitting the Amended and Restated ESPP to our stockholders for approval. The Amended and Restated ESPP constitutes an amendment and restatement of the ESPP. The key differences between the Amended and Restated ESPP and the ESPP are: ● The Amended and Restated ESPP increases the number of shares of common stock reserved for issuance under the ESPP from 28,000,000 shares to 40,000,000 shares, resulting in approximately 13,600,000 shares available for issuance under the Amended and Restated ESPP (the additional 12,000,000 shares plus approximately 1,600,000 shares remaining from the original 28,000,000 shares reserved for issuance). ● The Amended and Restated ESPP includes the provision of additional flexibility for the Compensation Committee to make adjustments upon various corporate events to maintain intended benefits of the ESPP. Rationale for Share Increase In its determination to approve the Amended and Restated ESPP, the Board considered the following: ● ESPP share supply nearly exhausted.If we do not increase the shares available for issuance under the ESPP, then, based on historical usage rates of shares under the ESPP, we would expect to exhaust the available shares under the ESPP during 2018, at which time we would lose an important compensation tool aligned with stockholder interests to attract, motivate and retain highly qualified talent. ● 4 – 5 year share supply being requested.Based on historical usage, we estimate that the shares reserved for issuance under the Amended and Restated ESPP would be sufficient for approximately four to five years, assuming participation remains at our historical levels and share prices remain consistent, as reflected in our three-year average burn rate, and noting that future circumstances may change the number of participants and the level of participation in the Amended and Restated ESPP. Based on the foregoing, we expect that we would require an additional increase to the share reserve under the Amended and Restated ESPP in 2022 or 2023 (primarily dependent on the future price of our shares, award levels/amounts and hiring activity during the next few years). The share reserve under the Amended and Restated ESPP could last for a longer or shorter period of time, depending on our future share prices and levels of participation in the plan, which we cannot predict with any degree of certainty at this time. ● Increase represents 2% of shares outstanding.The total aggregate equity value of the additional 12,000,000 authorized shares being requested under the Amended and Restated ESPP (above the shares remaining available for issuance under the ESPP), based on the closing price of our common stock on April 9, 2018, is $947 million. Such shares represent 2% of our total shares outstanding as of the Record Date. In light of the factors described above, and the fact that the ability to continue to offer the benefit of participating in an employee stock purchase plan is vital to our ability to continue to attract and retain employees in the competitive labor markets in which we compete, the Board has determined that the size of the share reserve under the Amended and Restated ESPP is reasonable and appropriate at this time. 2018 Proxy Statement   47 Table of Contents Frequently Asked Questions About the Amended and Restated ESPP This summary is qualified in its entirety by reference to the complete text of the Amended and Restated ESPP, which is attached as Appendix A to this proxy statement. Who will be eligible to participate in the Amended and Restated ESPP? All employees of Cognizant and its designated subsidiaries, other than those whose customary employment is 20 hours or less per week or no more than five months per calendar year or who own more than 5% of the total combined voting power or value of all classes of our stock, will be eligible to participate in the Amended and Restated ESPP. As of March 31, 2018, this represents approximately 48,000 persons (approximately eighteen executive officers and approximately 48,000 other employees) at Cognizant and its U.S. subsidiaries. Who will administer the Amended and Restated ESPP? Administration.The Amended and Restated ESPP will be administered by the Compensation Committee, an independent committee of the Board. The Compensation Committee will have the authority to make rules and regulations for the administration of the Amended and Restated ESPP. Change in Control and Similar Significant Transactions.In the event of certain significant transactions or a ‘‘Change in Control’’ (as defined in the Amended and Restated ESPP), the Compensation Committee may provide for (i) either the replacement or termination of outstanding rights in exchange for cash, (ii) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (iii) the adjustment in the number and type of shares of stock subject to outstanding rights, (iv) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next purchase date and termination of any rights under ongoing offering periods or (v) the termination of all outstanding rights. How many shares will be available for purchase under the Amended and Restated ESPP? The number of shares of our common stock reserved for issuance under the Amended and Restated ESPP will be 40,000,000 shares, which includes the 28,000,000 shares originally reserved for issuance under the ESPP (of which approximately 1,600,000 remain), and the additional 12,000,000 shares reserved for issuance subject to stockholder approval pursuant to this Proposal 4. The shares issuable under the Amended and Restated ESPP may be made available from authorized but unissued shares of our common stock or from shares of common stock reacquired by us. Shares subject to any purchase right (or portion thereof) that terminates unexercised may again be granted under the Amended and Restated ESPP. How do eligible employees purchase shares under the Amended and Restated ESPP? Purchase Periods.The Amended and Restated ESPP provides for eligible employees of us and our designated subsidiaries to designate in advance of specified and successive purchase periods a percentage of compensation to be withheld from their pay and applied toward the purchase of shares of our common stock. Unless otherwise determined by the Compensation Committee, each purchase period will have a duration of three (3) months, and will begin on the first business day of each calendar quarter (e.g., the first business day of January, April, July and October of each year) and end on the last business day of each calendar quarter (e.g., the last business day of March, June, September and December of each year). Purchase Rights.Each eligible employee will be granted a right to purchase a number of shares of our common stock under the Amended and Restated ESPP on the first day of each purchase period. Unless otherwise determined by the Compensation Committee, each purchase right covers shares of our common stock with an aggregate value of up to $25,000. What is the purchase price per share of common stock under the Amended and Restated ESPP? The purchase price per share of the common stock sold under the Amended and Restated ESPP for any purchase period will be equal to the lesser of (a) 90% of the fair market value of a share of common stock on the first day of such purchase period and (b) 90% of the fair market value of a share of common stock on the last day of such purchase period. The fair market value of a share of common stock as of any date will equal the closing sales price of the common stock on such date as reported by the principal exchange on which such stock is listed and traded, or in the event there is no closing sales price on such date, the closing sales price on the last preceding date on which such a closing sales price exists. As of April 19, 2018, the fair market value per share of our common stock was $82.37. How are payroll deductions made and applied under the Amended and Restated ESPP? In order to purchase shares pursuant to the Amended and Restated ESPP, an eligible employee must enroll through our online enrollment system in advance of the first day of the purchase period. By doing so, the employee becomes a participant in the Amended and Restated ESPP. In connection with his or her enrollment, each eligible employee authorizes contributions to the Amended and Restated ESPP through regular payroll deductions, effective as of the first day of the relevant purchase period. A Participant authorizes payroll deductions from his or her cash W-2 compensation, as defined in the Amended and Restated ESPP, for each payroll period, as a specified percentage of such compensation, not less than 1% and not more than 15%, in multiples of 1%. The amount of payroll deduction must be established 48   Cognizant Technology Solutions Corporation Table of Contents at the beginning of a purchase period and may not be altered; however, if the participant withdraws from the plan prior to the last day of the purchase period by filing a notice of withdrawal or incurs a termination of service during the purchase period, then his or her payroll deductions will automatically cease and the entire amount credited to the participant under the Amended and Restated ESPP shall be refunded. The payroll deductions authorized by a participant are credited to a book account maintained for the participant. Any accumulated payroll deductions for a purchase period will automatically be applied to purchase shares of common stock on the last day of such purchase period. Accordingly, on each purchase date, a participant’s payroll deductions accumulated for the purchase period ending on such purchase date will be applied to the purchase of the greatest number of whole shares of common stock that can be purchased with such participant’s account at the purchase price in effect for that purchase date. Any balance remaining in a participant’s book account at the end of a purchase period (not in excess of the purchase price of one share of common stock) will be carried forward into the participant’s account for the following purchase period. If, as of any one purchase date, the aggregate funds available for the purchase of shares of common stock would result in a purchase of shares in excess of the maximum number of shares then available for purchase under the Amended and Restated ESPP, then the number of shares which would otherwise be purchased by each participant on the purchase date will be reduced pro rata based on the payroll deductions accumulated for each participant and the remaining balance of each participant’s account will be refunded to such participant. Are there any limitations on the number of shares that can be purchased by a participant under the Amended and Restated ESPP? The Amended and Restated ESPP imposes certain limitations upon a participant’s rights to acquire shares of common stock under the Amended and Restated ESPP, including the following limitations: ● Annual Limitation.Purchase rights granted to a participant may not permit such individual to purchase more than $25,000 worth of our common stock (valued at the time each purchase right is granted) for each calendar year under the Amended and Restated ESPP, together with all other employee stock purchase plans of the Company and its subsidiaries and, if as of last day of a purchase period the foregoing limitation is applicable to such purchase period, the balance remaining credited to the participant’s account in excess of such limitation after the purchase of the applicable number of shares of our common stock (if any) on such date will be refunded to the participant. ● Limitation for Significant Stockholders.If a participant would be deemed to own stock possessing more than 5% of the total combined voting power or value of all classes of our stock under Section 423(b)(3) of the IRC as of the first day of any purchase period (taking into account any shares the participant would be entitled to purchase during such purchase period), then the maximum number of shares that he or she will be entitled to purchase will be reduced to a number of shares that, when combined with the number of shares such participant is deemed to own, is one share less than 5% of the total combined voting power or value of all classes of our stock. How do participants cease participating in the Amended and Restated ESPP? Termination of Purchase Rights.A participant may withdraw from the Amended and Restated ESPP at any time prior to the next scheduled purchase date, and his or her accumulated payroll deductions or other permitted contributions for the purchase period will be refunded. A participant’s purchase right will immediately terminate upon his or her cessation of employment for any reason other than retirement on or after attaining age 55. Any payroll deductions that a participant has made for the purchase period in which such cessation of employment occurs will be refunded and will not be applied to the purchase of common stock. Upon a participant’s retirement on or after attaining age 55, his or her accumulated payroll deductions will, at the participant’s election, be refunded immediately or applied to the purchase of shares of our common stock on the next scheduled purchase date. How long will the Amended and Restated ESPP remain in effect and under what circumstances may it be modified? The term of the Amended and Restated ESPP will continue in effect until all shares reserved for issuance have been granted to participants, unless terminated earlier by the Board. The Board may terminate the Amended and Restated ESPP at any time, which termination will be effective as of the next succeeding purchase date. In addition, the Board may, without the consent of the participants, amend the Amended and Restated ESPP at any time, provided that no such action will adversely affect outstanding purchase rights granted under the Amended and Restated ESPP, and provided further that no such action by the Board, without approval of the Company’s stockholders, may: (i) increase the total number, or change the type, of shares of common stock available for issuance under the Plan; (ii) change the corporations or classes of corporations the employees of which may be granted rights under the Amended and Restated ESPP; or (iii) change the Amended and Restated ESPP in any manner that would cause the Amended and Restated ESPP to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the IRC. 2018 Proxy Statement   49 Table of Contents Other Information About the Amended and Restated ESPP Summary of U.S. Federal Income Tax Consequences The following summary of tax consequences to Cognizant and to Amended and Restated ESPP participants is intended to be used solely by stockholders in considering how to vote on this proposal and not as tax guidance to participants in the Amended and Restated ESPP. It relates only to federal income tax and does not address state, local or foreign income tax rules or other U.S. tax provisions, such as estate or gift taxes. Different tax rules may apply to specific participants and transactions under the Amended and Restated ESPP, particularly in jurisdictions outside the United States. In addition, this summary is as of the date of this proxy statement; federal income tax laws and regulations are frequently revised and may be changed again at any time. Therefore, each recipient is urged to consult a tax advisor before participating in the Amended and Restated ESPP or before disposing of any shares acquired under the Amended and Restated ESPP. The following generally summarizes the U.S. federal income tax consequences that will arise with respect to participation in the Amended and Restated ESPP and the purchase and sale of common stock under the Amended and Restated ESPP. The Amended and Restated ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the IRC. Under a plan that so qualifies, no taxable income will be recognized by a participant, and no deductions will be allowable to us, upon either the grant or the exercise of the purchase rights. However, taxable income will be recognized by a participant in the year in which there is a sale or other disposition of the purchased shares or in the event the participant dies while owning the purchased shares. Disposition of Shares Following the Holding Period.If the purchased shares are not disposed of within two years after the date on which the Company granted the purchase right or within one year after the date on which a participant purchased the shares (such period, the “Holding Period”), or if the participant dies while owning the purchased shares, the participant will be taxed in the year in which he or she disposes of the shares, or the year in which the participant’s death occurs, as applicable. The participant will recognize ordinary income on an amount equal to the lesser of: (i) the excess, if any, of the fair market value of the purchased shares on the date on which he or she disposed of such shares or the date on which he or she died, as applicable, over the amount paid for the purchased shares, and (ii) the excess of the fair market value of the purchased shares on the date the Company granted the purchase right over the purchase price, determined assuming that the purchase right was exercised on the date granted. The participant will recognize as capital gain any further gain realized by him or her when he or she disposes of the purchased shares (after increasing the tax basis in these shares by the amount of ordinary income realized as described above). Disposition of Shares During the Holding Period.If a participant disposes of the purchased shares before the Holding Period expires, the participant will be taxed in the year in which he or she disposes of such shares. The participant will recognize ordinary income, reportable for the year of the disposition of such shares, to the extent of the excess of the fair market value of such shares on the date on which the purchase right was exercised, over the purchase price for such shares. The participant will recognize as capital gain any further gain realized by him or her upon the disposition of the shares (after increasing the tax basis in these shares by the amount of ordinary income realized as described above). If a participant disposes of the purchased shares before the Holding Period expires and the amount realized is less than the fair market value of the shares at the time of exercise, the participant will be taxed in the year in which he or she disposes of such shares. The participant will recognize ordinary income to the extent of the excess of the fair market value of such shares on the date on which the purchase right is exercised, over the purchase price for such shares. The participant will recognize a capital loss to the extent the fair market value of such shares on the exercise date exceeds the amount realized on the sale. Company Deduction.The Company is generally entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with the Amended and Restated ESPP, but not for amounts the participant recognizes as capital gain. New Plan Benefits No purchase rights will be granted on the basis of the increase to the share reserve of the Amended and Restated ESPP unless our stockholders approve the Amended and Restated ESPP at the 2018 Annual Meeting. 50   Cognizant Technology Solutions Corporation Table of Contents 2004 Employee Stock Purchase Plan Purchases The following table sets forth, as to each of our NEOs and the other individuals and groups indicated, the number of shares of our common stock purchased under the ESPP from April 1, 2004 through March 31, 2018, and the weighted average purchase price paid per share. The Company’s non-employee directors are not entitled to participate in the ESPP. Name and Position     Number of Shares Purchased     Weighted Average Purchase Price Francisco D’Souza Chief Executive Officer — — Rajeev Mehta President 19,477                     $ 17.19 Karen McLoughlin Chief Financial Officer 11,891 $ 23.82 Ramakrishna Prasad Chintamaneni EVP and President, Global Industries and Consulting 11,600 $ 10.39 Matthew W. Friedrich EVP, General Counsel, Chief Corporate Affairs Officer and Secretary — — All executive officers, as a group 125,506 $ 19.68 All directors who are not executive officers, as a group — — All employees, including current officers who are not executive officers, as a group 26,391,022 $ 31.70 Equity Compensation Plan Information The following table provides information as of December 31, 2017 with respect to the shares of our common stock that may be issued under our existing equity compensation plans, which include the 2017 Incentive Award Plan (the “2017 Plan”) and the ESPP, and two of our prior equity compensation plans, the 2009 Incentive Compensation Plan (the “2009 Plan”) and the Amended and Restated 1999 Incentive Compensation Plan (the “1999 Plan”). The 2017 Plan succeeded the 2009 Plan and was approved by stockholders. Awards granted under the 2009 Plan and the 1999 Plan remain valid, though no additional awards may be granted from such plans. For additional information on our equity compensation plans, see Note 16 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Plan Category     Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights     Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights     Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column)   Equity compensation plans approved by security holders1 8,595,659 2                     $ 24.88 3  48,523,780 4  Equity compensation plans not approved by security holders — N/A —   Total 8,595,659 $ 24.883 48,523,780   1 Consists of the 1999 Plan, the 2009 Plan, the 2017 Plan and the ESPP. 2 Excludes purchase rights outstanding under the ESPP. Under such plan, employees may purchase whole shares of common stock at a price per share equal to 90% of the lower of the fair market value per share on the first day of the purchase period or the fair market value per share on the last day of the purchase period. As of December 31, 2017, 643,719 shares of common stock may be issued pursuant to stock options upon exercise, 5,246,179 shares of common stock may be issued pursuant to RSUs upon vesting and 2,705,761 shares of common stock may be issued pursuant to PSUs upon vesting. The number of shares of common stock that may be issued under the outstanding and unvested PSUs for which the performance measurement period has not ended is based on vesting of the maximum number of award shares. The actual number of shares of common stock that may vest will generally range from 0% to 200% of the target number based on the level of achievement of the applicable performance metric(s) and the continued service vesting requirements. 3 As of December 31, 2017, the weighted-average exercise price of outstanding options to purchase common stock was $24.88 and no weighting was assigned to RSUs or PSUs as no exercise price is applicable to RSUs or PSUs. 4 Includes 46,107,677 shares of common stock available for future issuance under the 2017 Plan. Any shares underlying outstanding awards that are forfeited under the 2009 (which are included in the first column of this table) will be available for future issuance under the 2017 Plan. Also includes 2,416,103 shares of common stock available for future issuance under the ESPP. As of December 31, 2017, there were no outstanding purchase periods under the ESPP. 2018 Proxy Statement   51 Table of Contents Proposals 5(a), (b) and (c) Approval of Three Separate Proposals to Eliminate the Supermajority Voting Requirements in the Company’s Certificate of Incorporation What are you voting on? At the 2017 Annual Meeting, stockholders voted overwhelmingly (99.8% of the votes cast) in favor of a stockholder proposal requesting that the Board take the steps necessary to eliminate the supermajority voting provisions in the Company’s Certificate of Incorporation and By-laws. The Board supported this proposal. To implement the intent of the 2017 proposal, stockholders are requested to approve three separate proposals to eliminate the supermajority voting provisions in the Company’s Certificate of Incorporation with respect to: (a) Amending the Company’s By-laws; (b) Removing directors; and (c) Amending certain provisions of the Company’s Certificate of Incorporation. Stockholders will vote on Proposals 5(a), (b) and (c) separately, and the approval of one proposal is not conditioned on the approval of any other proposal. The Board of Directors unanimously recommends a voteFOR this proposal. the approval of each of the amendments to the Certificate of Incorporation described in Proposals 5(a), (b), and (c). Summary of Proposed Amendment The Company has been advisedCertificate of Incorporation currently provides that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, beneficial ownercertain matters may be approved by stockholders only by the affirmative vote of 100at least 66 2/3 percent in voting power of all outstanding shares of the Company entitled to vote generally in the election of directors. These matters include stockholder amendment of the Company’s common stock, intendsbylaws (the “By-laws”), the removal of a director and the amendment of certain provisions of the Certificate of Incorporation. In 2017, the Board considered a stockholder proposal that requested that the Board take the steps necessary to submiteliminate the supermajority voting requirements contained in the Certificate of Incorporation and By-laws (the “2017 Supermajority Stockholder Proposal”). The Board unanimously recommended that stockholders vote “FOR” the 2017 Supermajority Stockholder Proposal and, at the 2017 Annual Meeting, the proposal set forth below atwon the Annual Meeting.support of 99.8% of the votes cast for that proposal. Given the outcome of the vote on the 2017 Supermajority Stockholder Proposal, the Board has determined that it is in the best interests of the Company to amend the Certificate of Incorporation and By-laws to eliminate each of the supermajority voting requirements. Stockholder approval is required to amend the Certificate of Incorporation. The Board of Directors has approved an amendment to the By-laws to eliminate any supermajority voting requirements, as further described in Proposal 5(a) below. PROPOSAL 6 — SIMPLE MAJORITY VOTE52    RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. It is important that our company take each step necessary to adopt this proposal topic. It is important that our company take each step necessary to avoid a failed vote on this proposal topic.Cognizant Technology Solutions Corporation Shareowners are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner. Currently a 1%-minority can frustrate the will of our 66%-shareholder majority. In other words a 1%-minority could have the power to prevent shareholders from improving our corporate governance. Please vote to enhance shareholder value: Simple Majority Vote - Proposal 6 50      Cognizant Technology Solutions Corporation Table of Contents Proposal 5(a): Amend Article VII of the Certificate of Incorporation to Eliminate the Supermajority Vote Requirement for Stockholders to Amend the By-laws The Board proposes to amend Article VII of the Certificate of Incorporation to eliminate the 66 2/3 percent supermajority vote currently required for stockholders to amend the By-Laws (the “Article VII Supermajority Amendment”). Specifically, the Board proposes to replace the existing Article VII with the proposed Article VII shown in the table below. The table also contains a comparison of the proposed Article VII to the existing Article VII showing the proposed changes (new text appears inblue underline and deleted text appears inred strikethrough): Stockholder ProposalsExisting Article VII PROPOSAL 7Proposed Article VII Comparison The Board of Directors shall be authorized to make, amend, alter, change, add to or repeal the By-Laws of the corporation in any manner not inconsistent with the laws of the State of Delaware. The affirmative vote of the holders of at least 66 2/3 percent in voting power of all outstanding shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to make, amend, alter, change, add to or repeal any provision of the By-Laws of the corporation. The Board of Directors shall be authorized to make, amend, alter, change, add to or repeal the ByLaws of the corporation in any manner not inconsistent with the laws of the State of Delaware. The stockholders may make additional ByLaws and may amend, alter, change, add to or repeal any ByLaws of the corporation whether adopted by them or otherwise. STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER ACTION BY WRITTEN CONSENTThe Board of Directors shall be authorized to make, amend, alter, change, add to or repeal the By-Laws of the corporation in any manner not inconsistent with the laws of the State of Delaware.The affirmative vote of the holders of at least 66 2/3 percent in voting power of all outstanding shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders toThe stockholders may make,additional ByLaws and may amend, alter, change, add to or repeal any provision of theBy-Laws of the corporationwhether adopted by them or otherwise. If Proposal 5(a) is approved by stockholders, the Company intends to file a certificate of amendment containing the Article VII Supermajority Amendment with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), at which time the Article VII Supermajority Amendment would become effective. The By-laws also contain a requirement that a 66 2/3 percent supermajority vote is required for stockholders to amend the By-laws. Therefore, the Board of Directors has also approved an amendment to the By-laws to eliminate this requirement (the “By-laws Amendment”). The By-laws Amendment is subject to stockholder approval of the Article VII Supermajority Amendment and will become effective upon the effectiveness of the Article VII Supermajority Amendment. If the Article VII Supermajority Amendment and the By-laws Amendment become effective, stockholder amendments to the By-laws would require the approval of a majority of votes cast in accordance with the voting standard contained in Article I, Section 7 of the By-laws. 2018 Proxy Statement   53 Table of Contents Proposal 5(b): Amend Paragraph 3 of Article VIII of the Certificate of Incorporation to Eliminate the Supermajority Vote Requirement to Remove a Director The Board proposes to amend the third paragraph of Article VIII (“Paragraph 3”) of the Certificate of Incorporation to eliminate the 66 2/3 percent supermajority vote currently required for stockholders to remove a director (the “Article VIII Supermajority Amendment”). The Board also proposes to amend Paragraph 3 to delete certain language that is no longer relevant due to the prior declassification of the Company’s Board. Specifically, the Board proposes to replace the existing Paragraph 3 with the proposed Paragraph 3 shown in the table below. The table also contains a comparison of the proposed Paragraph 3 to the existing Paragraph 3 showing the proposed changes (new text appears inblue underline and deleted text appears inred strikethrough): Existing Paragraph 3 Proposed Paragraph 3 Comparison (3) Subject to the rights of the holders of any one or more series of Preferred Stock to elect additional directors under specific circumstances, (i) a director serving in a class of directors elected for a term expiring at the third annual meeting of stockholders following the election of such class shall be removable only for cause, and all other directors shall be removable either with or without cause, and (ii) the removal of any director, whether with or without cause, shall require the affirmative votes of the holders of at least 66 2/3 percent in voting power of all outstanding shares of the corporation entitled to vote generally in the election of directors, voting as a single class. (3) Subject to the rights of the holders of any one or more series of Preferred Stock to elect additional directors under specific circumstances, (i) all directors shall be removable either with or without cause and (ii) the removal of any director, whether with or without cause, shall require the affirmative vote of the holders of at least a majority in voting power of all outstanding shares of the corporation entitled to vote generally in the election of directors, voting as a single class. (3) Subject to the rights of the holders of any one or more series of Preferred Stock to elect additional directors under specific circumstances, (i)a director serving in a class of directors elected for a term expiring at the third annual meeting of stockholders following the election of such class shall be removable only for cause, and all otherall directors shall be removable either with or without cause,and (ii) the removal of any director, whether with or without cause, shall require the affirmative votes of the holders of at least66 2/3 percenta majority in voting power of all outstanding shares of the corporation entitled to vote generally in the election of directors, voting as a single class. If Proposal 5(b) is approved by stockholders, the Company intends to file a certificate of amendment containing the Article VIII Supermajority Amendment with the Delaware Secretary of State, at which time, the Article VIII Supermajority Amendment would become effective. If the Article VIII Supermajority Amendment becomes effective, the removal of a director would require the approval of a majority of shares entitled to vote at an election of directors, in accordance with Delaware law. 54   Cognizant Technology Solutions Corporation Table of Contents Proposal 5(c): Amend Article XI of the Certificate of Incorporation to Eliminate the Supermajority Vote Requirement for Stockholders to Amend Certain Provisions of the Certificate of Incorporation The Board proposes to amend Article XI of the Certificate of Incorporation to eliminate the 66 2/3 percent supermajority vote currently required for stockholders to amend certain provisions of the Certificate of Incorporation (the “Article XI Supermajority Amendment”). These provisions pertain to: amendment of the By-laws (Article VII); the size of the Board of Directors, directors’ terms of office, the process for filling vacancies and director removal (Article VIII); special meetings of stockholders and written consent (Article IX); and amendment of the Certificate of Incorporation (Article XI) (together, the “Article XI Supermajority Provisions”). Specifically, the Board proposes to replace the existing Article XI with the proposed Article XI shown in the table below. The table also contains a comparison of the proposed Article XI to the existing Article XI showing the proposed changes (deleted text appears inred strikethrough): Existing Article XI Proposed Article XI Comparison (1) The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation. (2) Notwithstanding anything else contained in this Restated Certificate of Incorporation or the Bylaws of the corporation to the contrary, the affirmative vote of the holders of at least 66 2/3 percent in voting power of all the outstanding shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to amend, alter, change, add to or repeal any provision of Article VII, Article VIII, Article IX or this Article XI or to adopt any provision inconsistent herewith. The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation. (1) The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation. (2) Notwithstanding anything else contained in this Restated Certificate of Incorporation or the ByLaws of the corporation to the contrary, the affirmative vote of the holders of at least 66 2/3 percent in voting power of all the outstanding shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to amend, alter, change, add to or repeal any provision of Article VII, Article VIII, Article IX or this Article XI or to adopt any provision inconsistent herewith. If Proposal 5(c) is approved by stockholders, the Company intends to file a certificate of amendment containing the Article XI Supermajority Amendment with the Delaware Secretary of State, at which time the Article XI Supermajority Amendment would become effective. If the Article XI Supermajority Amendment becomes effective, the amendment of any provision of the Certificate of Incorporation, including any of the Article XI Supermajority Provisions, would require the approval of a majority of the outstanding shares entitled to vote on the amendment, in accordance with Delaware law. 2018 Proxy Statement   55 Table of Contents Stockholder Proposals Proposal 6 Stockholder Proposal Regarding Stockholder Action by Written Consent What are you voting on? The following stockholder proposal will be voted on at the 2017 Annual Meeting only if properly presented by or on behalf of the stockholder proponent. The Board unanimously recommends a vote AGAINST the proposal for the reasons set forth following the proposal. The Board unanimously recommends a voteAGAINSTthis proposal. The Company has been advised that James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, California 95758, beneficial owners of 100 shares of the Company’s common stock, intend to submit the proposal set forth below at the Annual Meeting. Mr. McRitchie and Ms. Young have delegated John Chevedden to act on their behalf regarding the proposal. PROPOSAL 76 — RIGHT TO ACT BY WRITTEN CONSENT Resolved, ShareholdersCognizant Technology Solutions Corporation (CTSH) shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law. A shareholder rightSupporting Statement: Shareholder rights to act by written consent and to call a special meeting are two complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. Both are associated with increased governance quality and shareholder value.This is important because there could be 15-months between annual meetings. A shareholder right to act by written consent is one method to equalize our limitedrestricted provisions for shareholders to call a special meeting. For instance it takes 25% of Cognizant Technology Solutions Corporation shares outstandingshareholders at our company to call a special meeting. Delaware law wouldmeeting when many companies allow 10% of shares outstandingshareholders to call a special meeting.do so. With a requirement of 25%, a significant percentage of Cognizant shares outstanding could be disenfranchised from having any voice whatsoever on calling a special meeting. This proposal topic won 67% support at Duke Energy Corp. and majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. Last year the topic won majority votes at Western Union,Ryder System, and BorgWarner Inc. It also won votes higher than 45% at Cognizant for the last two years. We believe it is time for this good governance reform. Hundreds of major companies enable shareholders to act by written consent.consent, including 64% of the S&P 500 and 55% of the S&P 1500. Our proposal on this topic won 49% support at Cognizant last year; 1% more this year could put it over the top.Increase Shareholder Value Please vote FOR ourVote for Right to Act by Written Consent to protect shareholder value.– Proposal 6 The Board’s Statement of Opposition 56   Cognizant Technology Solutions Corporation Table of Contents The Board’s Statement of Opposition The BoardUNANIMOUSLY recommends that stockholders voteAGAINST this proposal for the following reasons: ● Written consent can result in an unfair, secret and unsound process and is unnecessary given the ability of stockholders to call special meetings.The Board believes that action by written consent, where there is no open meeting, disclosure and debate, is an unfair, secretive and unsound process. Further, implementation of this proposal is unnecessary given the Company’s other governance practices, including the ability of stockholders to call special meetings. At meetings of stockholders, stockholders have the opportunity to express views on proposed actions, participate in deliberations and vote. Such meetings occur at a time and date announced publicly in advance of the meeting. These and other provisions ensure that stockholders can raise matters for consideration and that all stockholders receive notice of, and have an opportunity to voice concerns about, proposed actions affecting the Company. In contrast, thethis proposal would allow a limited group of stockholders to act on potentially significant matters, without a meeting, without prior notice to all stockholders, and without an opportunity for fair and open discussion among stockholders. ● Contrary to the proponent’s misleading assertion, the Company’s current practice with respect to stockholder action by written consent is consistent with market practice.Despite the proponent’s misleading assertion, an overwhelming majority of S&P 500 and S&P 1500 companies—70% and 71% respectively—either do not permit stockholders to act by written consent or require that any stockholder action by written consent be unanimous. As such, most similarly sized companies do not permit the kind of stockholder action by written consent requested by the proponent and the Board believes the Company’s current practice is consistent with market practice. ●The Company’s existing corporate governance practices and policies already ensure stockholder democracy and Board accountabilityaccountability.. In addition to providing for stockholders’ right to call special meetings, theThe Company has beenconsistently demonstrated that it is responsive to stockholder input and enhanced its governance practices and policies to further the rights of stockholders and Board accountability.input. The Board has shown time and again that when it believes a particular action requested by a stockholder is in the best interests of all stockholders, the Board will support that action. For example, at this year’s meeting, the Board is supporting the other proposal involving the proponent, Proposal 6, requesting that the Board take the steps necessaryasking stockholders to approve Proposals 5(a), (b) and (c) to eliminate the supermajority voting requirements in the Company’s Certificate of Incorporation and By-laws, because it agrees that this action would benefit all stockholders. Other recent examples include: In almost every year for the past five years, the Board has taken an important action to improve the Company’s governance practices or otherwise benefit stockholders, including: ● Stockholder EngagementCapital Return Plan. We regularly solicit input from ourIn 2017, following its engagement with stockholders and take appropriate actions where the long-term interests of all our stockholders are best served. For example, following engagement with Elliott Management and a number of other large stockholders and in conjunction with an agreement with Elliott, in 2017 weconsidering feedback received, Cognizant announced plansits plan to return capital$3.4 billion to stockholders. Since then, the Company has returned $2.2 billion to stockholders under this plan through a combination of accelerated share repurchases and increase our non-GAAP Operating Margins.quarterly stock dividends. 2017 Proxy Statement      51 ●Table of Contents Stockholder Proposals ● Regular Board Refreshment. The Board evaluates its composition on an ongoing basis to ensure that it has the right mix of skills and perspectives. Following the addition of a new director in each of 2015 and 2016, as part of an agreement reached with Elliott, two new directors have been added in 2017 to replace two retiring directors, and an additional director will be added by 2018 to replace another retiring director. ● Proxy Access By-law. In 2016, the Board adopted a stockholder-friendly 3/3/25 proxy access By-law provision, with no limit on the number of stockholders who can work together to reach the 3% threshold. See “Director Nominees via Proxy Access” on page 53. 60. ● Regular Board Refreshment. Since 2015, the Board has elected five new directors, and three other directors have retired, reflecting the Board’s ongoing commitment to evaluate its composition to ensure that it has the right mix of skills and perspectives. ●Board Declassification. In 2013, the Board asked stockholders to approve the declassification of the Company’s Board. Each of the Company’s directors is now subject to re-election at every annual meeting of stockholders. ●Majority Voting in Director Elections. The Company’s By-laws provide that, in anCompany has also adopted majority voting for uncontested election of directors, a director nominee must receive more “for” votes than “against” votes to be elected.elections. See ”Majority Voting Standard in Director Elections” on page 16. ● Board Declassification. In 2013, the Board recommended and the stockholders approved an amendment to the Company’s Certificate of Incorporation to declassify the Board. Each of our directors is now subject to re-election at each annual meeting of stockholders. We believe that these and our other corporate governance practices and policies enable stockholders to act in support of their interests, while avoiding the risks associated with the proposal. ● Substantially identical proposals were rejected by the Company’s stockholders in 2013, 2015, 2016 and 2016.2017.Substantially the same proposal has been submitted, considered by the Board and rejected by stockholders threefour times, including at the last twothree annual meetings. The Board continues to believe that this proposal is not in the best interests of all stockholders, and urges our stockholders to reject this proposal for the fourthfifth time. 2018 Proxy Statement  57 Table of Contents 52     Proposal 7 Stockholder Proposal to Lower the Ownership Threshold for Stockholders to Call a Special Meeting What are you voting on? The following stockholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the stockholder proponent. The Board unanimously recommends a vote AGAINST the proposal for the reasons set forth following the proposal. The Board unanimously recommends a voteAGAINSTthis proposal. The Company has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, beneficial owner of 100 shares of the Company’s common stock, intends to submit the proposal set forth below at the Annual Meeting. PROPOSAL 7 — SPECIAL SHAREHOLDER MEETING IMPROVEMENT Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting (or the closest percentage to 10% according to state law). This proposal does not impact our board’s current power to call a special meeting. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison in 2013. Scores of Fortune 500 companies allow a more practical 10% of shares to call a special meeting compared to the entrenchment requirement of Stericycle. Cognizant Technology Solutions Corporationshareholders do not have the full right to call a special meeting that is available under state law. In fact we now have a sad joke of a right to call a special meeting. At Cognizant Technology Solutions it would take 25% of shares (instead of the 10% called for in Delaware law) and then all shares held for less than one continuous year would be disqualified. Thus in order to obtain the 25% requirement it could take the holders of 51% of CTSH shares (minus perhaps 26% of shares that were held for less than one continuous year) to obtain the 25% that represented one-year of continuous holdings. In other words it could take 51% of shares to go to the onerous process (by the shareholders who see an urgent need to call a special meeting) to initiate a special meeting in which 51% of shares would be needed to take action. This 2-stike CTSH retreat from the shareholder right provide by Delaware law sort of takes way the purpose of a special meeting. A special meeting is designed for a relatively small group of shareholders to call attention to an issue that management needs to be alerted to in order to avoid a downturn in the price of the stock or to alert management to an opportunity that management may be missing. By the time that as much as 51% of shares are concerned – the opportunity window may be long gone. Hopefully Cognizant Technology Solutions shareholders will be receptive to this proposal. At the 2017 annual meeting CTSH shareholders gave 99% support to a shareholder proposal for a simple majority vote standard instead of a 67% vote standard on certain issues. Please vote to increase management accountability to shareholders: Special Shareholder Meeting Improvement – Proposal 7 58  Cognizant Technology Solutions Corporation Table of Contents The Board’s Statement of Opposition The BoardUNANIMOUSLY recommends that stockholders voteAGAINST this proposal for the following reasons: Stockholder ●Cognizant’s current special meeting right was overwhelmingly supported by stockholders.Cognizant already permits stockholders to call a special meeting. This right was proposed by our Board and overwhelmingly approved by our stockholders in 2012, with more than 99% of the votes cast in favor of the proposal, including the 25% ownership threshold. ●A 25% ownership threshold reflects market practice and is consistent with Delaware law.Cognizant’s 25% special meeting ownership threshold is consistent with or superior to the practices of the overwhelming majority of S&P 500 companies. Of these companies, 33% do not permit stockholders to call a special meeting at all, and 41% have set an ownership threshold at 25% or higher. In short, Cognizant’s stockholders have a special meeting right that is equal to or more expansive than 74% of S&P 500 companies. And the proponent’s assertion that Delaware law calls for a 10% threshold is simply not true. Delaware law does not require that stockholders have the right to call a special meeting at all, let alone establish any particular percentage of stockholders that must have this right. Cognizant’s special meeting practices are fully consistent with Delaware law. ●A 25% ownership threshold provides a procedural safeguard against abuse, corporate waste and activist investors with short-term goals. ●Prevents abuse.The failure by a special meeting proponent to convince the holders of at least 25% of our common stock to support a special meeting is a strong indicator that most stockholders do not believe that a special meeting is warranted.Lowering the ownership threshold to 10% could give as few as two of our stockholders the ability to disrupt the Company at the expense of the remaining 90% who did not support the special meeting. Cognizant’s existing special meeting right strikes the appropriate balance between ensuring that stockholders have the ability to call a special meeting to act on extraordinary and urgent matters, while at the same time protecting against a misuse of this right by a small number of stockholders. ●Protects long-term interests.Cognizant’s 25% ownership threshold also serves as a protective mechanism against activist investors with short-term goals. A 10% ownership threshold would make it easier for event-driven hedge funds or other activists to pursue a special meeting with the goal of disrupting the business or proposing issues that facilitate their own short-term exit strategies over the long-term interests of the rest of Cognizant’s stockholders. Cognizant’s existing special meeting right ensures that a special meeting may only be called by a stockholder or group of stockholders with a substantial stake in the Company. ●Prevents corporate waste.Convening a special meeting of stockholders imposes significant costs, both administrative and operational. The 25% ownership threshold seeks to ensure that stockholders who have limited support for the action intended to be proposed do not disadvantage other stockholders by causing the Company to incur the unnecessary expense or disruption that can be associated with a special meeting. ●The Company’s existing corporate governance practices and policies already ensure stockholder democracy and Board accountability.The Company has consistently demonstrated that it is responsive to stockholder input. The Board has shown time and again that when it believes a particular action requested by a stockholder is in the best interests of all stockholders, the Board will support that action. For example, at this year’s meeting, the Board is asking stockholders to approve Proposals 5(a), (b) and (c) to eliminate the supermajority voting requirements in the Company’s Certificate of Incorporation and By-laws, because it agrees that this action would benefit all stockholders. In almost every year for the past five years, the Board has taken an important action to improve the Company’s governance practices or otherwise benefit stockholders, including: ●Capital Return Plan. In 2017, following its engagement with stockholders and considering feedback received, Cognizant announced its plan to return $3.4 billion to stockholders, and considering feedback received. Since then, the Company has returned $2.2 billion to stockholders under this plan through a combination of accelerated share repurchases and quarterly stock dividends. ●Proxy Access By-law. In 2016, the Board adopted a stockholder-friendly 3/3/25 proxy access By-law provision, with no limit on the number of stockholders who can work together to reach the 3% threshold. See “Director Nominees via Proxy Access” on page 60. ●Regular Board Refreshment. Since 2015, the Board has elected five new directors, and three other directors have retired, reflecting the Board’s ongoing commitment to evaluate its composition to ensure that it has the right mix of skills and perspectives. ●Board Declassification. In 2013, the Board asked stockholders to approve the declassification of the Company’s Board. Each of the Company’s directors is now subject to re-election at every annual meeting of stockholders. ●Majority Voting in Director Elections. The Company has also adopted majority voting for uncontested director elections. See “Majority Voting Standard in Director Elections” on page 16. 2018 Proxy Statement  59 Table of Contents STOCKHOLDER PROPOSALS AND NOMINEES FOR THE 2018 ANNUAL MEETINGStockholder Proposals and Nominees for the 2019 Annual Meeting Stockholder Proposals Stockholder Proposals SEC rules permit stockholders to submit proposals for inclusion in our proxy statement if the stockholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act (“Rule 14a-8”). ● When to send these proposals. Any stockholder proposals submitted in accordance with Rule 14a-8 must be received at our principal executive offices no later than the close of business on December 21, 2017. 2018. ● Where to send these proposals. Proposals should be sent to our Corporate Secretary. See “Helpful Resources” on page 78. 74. ● What to include. Proposals must conform to and include the information required by Rule 14a-8. Director Nominees via Proxy Access Director Nominees via Proxy Access Our By-laws permit a group of stockholders who have owned a significant amount of the Company’s common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (up to 25% of the Board and in any event not less than two directors) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our By-laws. ● When to send these proposals.Notice of director nominees under these By-law provisions must be received no earlier than November 21, 20172018 and no later than the close of business on December 21, 2017.2018. In the event that the date of the 20182019 Annual Meeting is more than 30 days before or more than 70 days after June 6, 2018,5, 2019, then our Corporate Secretary must receive suchwritten notice not earlier than the close of business on the 150th150th day prior to the 20182019 Annual Meeting and not later than the close of business on the later of the 120th120th day prior to the 20182019 Annual Meeting or the 10th10th day following the day on which public announcement of the date of such meeting is first made by the Company. ● Where to send these proposals.Notice should be addressed to our Corporate Secretary. See “Helpful Resources” on page 78. 74. ● What to include.Notice must include the information required by our By-laws, a copy of which is available upon request to our Corporate Secretary. See “Helpful Resources” on page 78.74. Other Proposals or Director Nominees Other Proposals or Director Nominees Our By-laws require that any stockholder proposal, including a director nomination, that is not submitted for inclusion in next year’s proxy statement (either under Rule 14a-8 or our proxy access By-laws), but is instead sought to be presented directly at such meeting, must be received by our Corporate Secretary in writing not earlier than the close of business on the 120th120th day and not later than the close of business on the 90th90th day prior to the anniversary of the preceding year’s annual meeting. ● When to send these proposals.Stockholder proposals or director nominations submitted under these By-law provisions must be received no earlier than the close of business on February 6, 20185, 2019 and no later than the close of business on March 8, 2018.7, 2019. In the event that the date of the 20182019 Annual Meeting is more than 30days before or more than 70 days after June 6, 2018,5, 2019, then our Corporate Secretary must receive any such proposal not earlier than the close of business on the 120th120th day prior to the 20182019 Annual Meeting and not later than the close of business of the later of the 90th90th day prior to the 20182019 Annual Meeting or the 10th10th day following the day on which public announcement of the date of such meeting is first made by the Company. ● Where to send these proposals.Proposals should be sent to our Corporate Secretary. See “Helpful Resources” on page 78. 74. ● What to include.Proposals must include the information required by our By-laws, a copy of which is available upon request to our Corporate Secretary. See “Helpful Resources” on page 78.74. Management Discretion to Vote Proxies on These Proposals Management Discretion to Vote Proxies on These Proposals SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with the above deadlines and, in certain other cases, notwithstanding the stockholder’s compliance with these deadlines. Non-Compliant Proposals Non-Compliant Proposals The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with the requirements set forth above or other applicable requirements. 2017 Proxy Statement      53 60  Cognizant Technology Solutions Corporation Table of Contents ADDITIONAL INFORMATION PROXY STATEMENT AND PROXY SOLICITATIONProxy Statement and Proxy Solicitation About this Proxy Statement About this Proxy Statement This proxy statement is furnished in connection with the solicitation by the Board of proxies to be voted at our Annual Meeting be held on Tuesday, June 6, 2017,5, 2018, at 9:8:30 a.m. Eastern Time, at the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Blvd., Teaneck, New Jersey 07666, and at any continuation, postponement or adjournment thereof. Holders of record of shares of common stock as of the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. As of the Record Date, there were approximately 588,995,145585,898,388 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. This proxy statement and the Company’s 20162017 Annual Report will be released on or about April 20, 20172018 to our stockholders on the Record Date. Management Discretion Proposals and Board Recommendations Management Discretion Proposals and Board Recommendations At the Annual Meeting, our stockholders will be asked to vote on the proposals and other stockholder actions set forth below. The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or over the Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board’s recommendations. Proposals and Other Stockholder Actions Proposals and Other Stockholder Actions       Board Recommendation       See Page No. Proposals and Other Stockholder Actions       Board Recommendation       See Page No. 1. Elect the 11 Director nominees named in this proxy statement to serve until the 2018 Annual Meeting of Stockholders; FOR EACH DIRECTOR NOMINEE 10 Elect the 11 Director nominees named in this proxy statement to serve until the 2019 Annual Meeting of Stockholders; FOR each Director nominee 10 2. Approve, on an advisory (non-binding) basis, the Company’s executive compensation; FOR 22 Approve, on an advisory (non-binding) basis, the Company’s executive compensation; FOR 26 3. Approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the Company’s executive compensation; 1 YEAR 22 Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018; FOR 44 4. Approve the 2017 Incentive Award Plan; FOR 40 Approve an amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan; FOR 47 5. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017; FOR 47 Approve three separate proposals (5(a), (b) and (c)) to eliminate the supermajority voting requirements in the Company’s Certificate of Incorporation; FOR all 3 proposals 52 6. Consider a stockholder proposal requesting that the Board take the steps necessary to eliminate the supermajority voting provisions in the Company’s Certificate of Incorporation and By-laws, if properly presented at the Annual Meeting; FOR 50 Consider a stockholder proposal requesting that the Board take the steps necessary to permit stockholder action by written consent (if properly presented at the Annual Meeting); and AGAINST 56 7. Consider a stockholder proposal requesting that the Board take the steps necessary to permit stockholder action by written consent, if properly presented at the Annual Meeting; and AGAINST 51 Consider a stockholder proposal to lower the ownership threshold for stockholders to call a special meeting (if properly presented at the Annual Meeting.) AGAINST 58 We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment. Additional Information About This Proxy Statement Additional Information About This Proxy Statement Why You Received This Proxy Statement You are viewing or have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares. 2018 Proxy Statement   61 Table of Contents Notice of Internet Availability of Proxy Materials As permitted by SEC rules, Cognizant is making this proxy statement and its 20162017 Annual Report available to certain of its stockholders electronically via the Internet. On or about April 20, 2017,2018, we mailed to these stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 20162017 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement and 20162017 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. Printed Copies of Our Proxy Materials Some of our stockholders received printed copies of our proxy statement, 20162017 Annual Report and proxy card. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials. 54      Cognizant Technology Solutions Corporation Table of Contents Additional Information Householding The SEC’s rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at 800-542-1061866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Internet Notices or proxy materials for your household, please contact Broadridge at the above phone number or address. Solicitation of Proxies Solicitation of Proxies The accompanying proxy is solicited by and on behalf of the Board, whose Notice of Annual Meeting is included with this proxy statement, and the entire cost of such solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our Directors, officers and other employees who will not be specially compensated for these services. We have engaged Innisfree M&A Incorporated to assist us with the solicitation of proxies. We expect to pay Innisfree a fee of $25,000$20,000 plus reimbursement for out-of-pocket expenses for its services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith. ANNUAL MEETINGAnnual Meeting Q&A Questions and Answers About the 2018 Annual Meeting Questions and Answers About the 2017 Annual Meeting Who is entitled to vote at the Annual Meeting? The Record Date for the Annual Meeting is April 10, 2017.9, 2018. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date, or if you hold a valid proxy for the Annual Meeting. The only class of stock entitled to be voted at the Annual Meeting is our common stock. Each outstanding share of common stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 588,995,145585,898,388 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. What is the difference between being a “record holder” and holding shares in “street name”? A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf. 62   Cognizant Technology Solutions Corporation Table of Contents Am I entitled to vote if my shares are held in “street name”? Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name”. If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your bank or brokerage firm. How many shares must be present to hold the Annual Meeting? A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum. Who can attend the Annual Meeting of Stockholders?Meeting? You may attend the Annual Meeting only if you are a Cognizant stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. If you plan to attend the Annual Meeting, you must call the Company’s investor relations staff at 201-498-8840 or emailDavid.Nelson@cognizant.comno later than 5:00 p.m. Eastern Time on June 5, 20174, 2018 to have your name placed on the attendance list. In order to be admitted into the Annual Meeting, your name must appear on the attendance list and you must present government-issued photo identification (such as a driver’s license). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our common stock on the Record Date, such as the Internet Notice you received from your bank or broker, a bank or brokerage statement, or a letter from your bank or broker showing that you owned shares of our common stock at the close of business on the Record Date. What if a quorum is not present at the Annual Meeting? If a quorum is not present at the scheduled time of the Annual Meeting, a majority of the outstanding shares represented at the Annual Meeting, by proxy or in person, and entitled to vote may adjourn the Annual Meeting. What does it mean if I receive more than one Internet Notice or more than one set of proxy materials? It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. 2017 Proxy Statement      55 Table of Contents Additional Information How do I vote? We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person. If you are a stockholder of record, there are three ways to vote by proxy: ● by telephone–telephone – You can vote by telephone by calling 800-690-6903 and following the instructions on the proxy card; ● by Internet–Internet – You can vote over the Internet atwww.proxyvote.comby following the instructions on the Internet Notice or proxy card; or ● by mail–mail – You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 5, 2017.4, 2018. If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank or broker to obtain a legal proxy and bring it to the Annual Meeting in order to vote. Can I change my vote after I submit my proxy? Yes. If you are a registered stockholder, you may revoke your proxy and change your vote: ● by submitting a duly executed proxy bearing a later date; ● by granting a subsequent proxy through the Internet or telephone; ● by giving written notice of revocation to the Corporate Secretary of Cognizant prior to or at the Annual Meeting; or ● by voting in person at the Annual Meeting. Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote in person at the Annual Meeting. 2018 Proxy Statement   63 Table of Contents If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot. Whom should I contact if I have questions or need assistance voting? Please contact Innisfree M&A Incorporated, our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders may call toll free at 888-750-5834. Banks and brokers may call collect at 212-750-5833. Who will count the votes? Representatives of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes. What if I do not specify how my shares are to be voted? If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations for each proposal are set forth on page 54,61, as well as with the description of each proposal in this proxy statement. Will any other business be conducted at the Annual Meeting? We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment. How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated? Proposal Votes required Effect of Abstentions and Broker Non-Votes Proposal 1: 1:Election of Directors1 Votes cast “for” exceed votes cast “against”. No effect. Proposal 2: 2:Advisory (Non-Binding) Vote on Executive Compensation (Say-on-Pay) Majority of votes cast. No effect. Proposal 3: Advisory (Non-Binding) Vote on Frequency of Advisory (Non-Binding) Vote on Executive Compensation3: Majority of votes cast. If no frequency receives the foregoing vote, then we will consider the frequency that receives the highest number of votes cast to be the frequency recommended by stockholders. No effect. Proposal 4: Approval of 2017 Incentive Award Plan Majority of votes cast. No effect. Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm Majority of votes cast. Abstentions will have no effect; no broker non-votes expected. Proposal 64:Approval of Amendment and Restatement of Company’s 2004 Employee Stock Purchase Plan Majority of votes cast. No effect. Proposals 5(a), (b) and (c): Stockholder Proposal Regarding EliminationApproval of Three Separate Proposals to Eliminate the Supermajority Voting ProvisionsRequirements in the Company’s Certificate of Incorporation and By-laws MajorityAffirmative vote of votes cast. at least 66 2/3 percent in voting power of all outstanding shares. No effect. Equivalent to a vote against. Proposal 7: 6:Stockholder Proposal Regarding Stockholder Action by Written Consent Majority of votes cast. No effect. 1Proposal 7:Stockholder Proposal to Lower the Ownership Threshold for Stockholders to Call a Special Meeting There are 11 Director nominees named in Proposal 1. Proxies cannot be voted for a greater number Majority of persons than the number of nominees named in this proposal. 56     votes cast. Cognizant Technology Solutions Corporation Table of Contents Additional Information No effect. What is an abstention and how will abstentions be treated? An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares voting “abstain”For Proposals 5(a), (b), and (c), abstentions will have the same effect as a vote against these proposals. Abstentions will have no effect on any of the other proposals before the Annual Meeting. What are broker non-votes and do they count for determining a quorum? Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of PwC as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, we expect that a broker will not be entitled to vote shares held for a beneficial owner on all of the other proposals to be voted on at the Annual Meeting. Broker non-votes count for purposes of determining whether a quorum is present. 64   Cognizant Technology Solutions Corporation Table of Contents Where can I find the voting results of the Annual Meeting of Stockholders? We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC shortly after the Annual Meeting. Where do I direct requests for materials mentioned in this proxy statement and how do I contact Cognizant’s Corporate secretary?Secretary? Please direct requests for materials mentioned in this proxy statement or other inquiries to our Corporate Secretary. See “Helpful Resources” on page 7874 for how to contact our Corporate Secretary. Other Matters at the 2017 Other Matters at the 2018 Annual Meeting The Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that holders of the proxies will vote thereon in their discretion. COGNIZANT’S ANNUAL REPORT ON FORMCognizant’s Annual Report on Form 10-K A copy of Cognizant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2017, including financial statements and schedules thereto but not including exhibits, as filed with the SEC, will be sent to any stockholder of record on April 10, 2017,9, 2018, without charge, upon written request addressed to our Corporate Secretary. A reasonable feewillfee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K atwww.proxyvote.com. Our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 is also available atwww.cognizant.com. NON-GAAP FINANCIAL MEASURES AND FORWARD-LOOKING STATEMENTSNon-GAAP Financial Measures and Forward-Looking Statements Non-GAAP Financial Measures Portions of our disclosure, including the table under “Reconciliation to GAAP Financial Measures,”Measures”, include non-GAAP Income from Operations, non-GAAP Operating Margin, and non-GAAP EPS. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of Cognizant’s non-GAAP financial measures to the corresponding GAAP measures should be carefully evaluated. Our non-GAAP Income from Operations and non-GAAP Operating Margin exclude stock-based compensation expense, acquisition-related charges and, acquisition-relatedin 2017, realignment charges. Our definition of non-GAAP EPS excludes net non-operating foreign currency exchange gains or losses, and, for the year ended December 31, 2016,effect of recognition in the first quarter of 2017 of an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position, the impact of the one-time incremental income tax expense related to the Tax Reform Act enacted in the United States in 2017 and the impact of a one-time incremental income tax expense related to our principal operating subsidiary in India repurchasing its shares from its shareholders, which are non-Indian Cognizant entities, valued at $2.8 billion (the “India“Indian Cash Remittance”), in 2016, in addition to excluding stock-based compensation expense, acquisition-related charges and, acquisition-relatedin 2017, realignment charges. Our non-GAAP EPS is additionally adjusted for the income tax impact of the above items, as applicable. The income tax impact of each item is calculated by applying the statutory rate and local tax regulations in the jurisdiction in which the item was incurred. We believe providing investors with an operating view consistent with how we manage the Company provides enhanced transparency into the operating results of the Company. For our internal management reporting and budgeting purposes, we use non-GAAP financial information that does not include, as applicable, stock-based compensation expense, acquisition-related charges, net non-operating foreign currency exchange gains or losses, and the impact of a one-time incremental income tax expense related to the India Cash Remittancemeasures for financial and operational decision making, to evaluate period-to-period comparisons, to determine portions of the compensation for our executive officers and for making comparisons of our operating results to those of our competitors. Therefore, it is our belief that the use of non-GAAP financial measures excluding these costs provides a meaningful supplemental measure for investors to evaluate our financial performance. Accordingly, we believe that the presentation of non-GAAP Income from Operations, non-GAAP Operating Margin and non-GAAP EPS, when read in conjunction with our reported GAAP results, can provide useful supplemental information to our management and investors regarding financial and business trends relating to our financial condition and results of operations. 2017 Proxy Statement      57 Table of Contents Additional Information A limitation of using non-GAAP financial measures versus financial measures calculated in accordance with GAAP is that non-GAAP measures do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and exclude costs that are recurring, namely stock-based compensation expense, certain acquisition-related charges, and net non-operating foreign currency exchange gains or losses. In addition, other companies maycalculatemay calculate non-GAAP financial measures differently than us, thereby limiting the usefulness of these non-GAAP financial measures as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP Income from Operations, non-GAAP Operating Margin and non-GAAP EPS to allow investors to evaluate such non-GAAP financial measures. 2018 Proxy Statement   65 Table of Contents Reconciliation to GAAP Financial Measures The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the years ended December 31. ($ in millions, except per share data)    2014    % of Revenue    2015    % of Revenue    2016    % of Revenue 2015           % of Revenue           2016           % of Revenue           2017           % of Revenue GAAP income from operations and operating margin $1,885    18.4%    $2,142    17.3%    $2,289    17.0%    $ 2,142    17.3% $ 2,289 17.0% $ 2,481    16.8% Add: Stock-based compensation expense $135 1.3% $192 1.5% $217 1.6% Add: Acquisition-related charges1 $48 0.5% $116 0.9% $130 0.9% Add: Stock-based compensation expense1 $ 192 1.5% $ 217 1.6% $ 221 1.5% Add: Acquisition-related charges2 $ 116 0.9% $ 130 0.9% $ 138 0.9% Add: Realignment charges3 — — — — $ 72 0.5% Non-GAAP Income from Operations and non-GAAP Operating Margin $2,068 20.2% $2,450 19.7% $2,636 19.5% $ 2,450 19.7% $ 2,636 19.5% $ 2,912 19.7% GAAP diluted earnings per share $2.35 $2.65 $2.55 $ 2.65 $ 2.55 $ 2.53 Effect of above operating adjustments, net of tax2 $0.23 $0.35 $0.41 Effect of non-operating foreign currency exchange losses, net of tax3 $0.02 $0.07 $0.04 Effect of incremental income tax expense related to the India Cash Remittance4 — — $0.39 Effect of above operating adjustments, pre-tax $ 0.50 $ 0.57 $ 0.72 Effect of non-operating foreign currency exchange (gains) losses, pre-tax4 $ 0.07 $ 0.04 $ (0.12 ) Tax effect of non-GAAP adjustments to pre-tax income5 $ (0.15 ) $ (0.16 ) $ (0.31 ) Effect of recognition of income tax benefit related to an uncertain tax position6 — — $ (0.09 ) Effect of incremental income tax expense related to the Tax Reform Act7 — — $ 1.04 Effect of incremental income tax expense related to the India Cash Remittance8 — $ 0.39 — Non-GAAP diluted earnings per share $2.60 $3.07 $3.39 $ 3.07 $ 3.39 $ 3.77 1 Stock-based compensation reported in:             2015             2016             2017 Cost of revenues   $ 39   $ 53    $ 55 Selling, general and administrative expenses $ 153 $ 164 $ 166 2 Acquisition-related charges include, when applicable:applicable, amortization of purchased intangible assets included in the depreciation and amortization expense line on our consolidated statements of operations, external deal costs, acquisition-related retention payments,bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs. 23 The non-GAAP income tax benefits Realignment charges include severance costs, including costs associated with a voluntary separation program, lease termination costs, and advisory fees related to stock-based compensation expense were $31 million, $46 millionnon-routine shareholder matters and $49 millionto the development of our realignment and return of capital programs, as applicable. The total costs related to the realignment are reported in “Selling, general and administrative expenses” in our consolidated statements of operations included in our Annual Report on Form 10-K for the yearsfiscal year ended December 31, 2014, 2015, and 2016, respectively. The non-GAAP income tax benefits related to acquisition-related charges were $13 million, $43 million and $46 million for the years ended December 31, 2014, 2015 and 2016, respectively.2017. 34 Non-operating foreign currency exchange gains and losses(losses) are inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes. The non-GAAP pre-tax non-operating foreignpurposes, reported in “Foreign currency exchange losses were $20 million, $43 million and $30 milliongains (losses), net” in our consolidated statements of operations included in our Annual Report on Form 10-K for the yearsfiscal year ended December 31, 2014, 2015 and 2016, respectively, with related2017. 5 Presented below are the tax impacts of each of our non-GAAP tax benefits of $4 million, $2 million and $5 million, respectively. adjustments to pre-tax income:             2015             2016             2017 Non-GAAP income tax benefit (expense) related to: Stock-based compensation expense    $ 46    $ 49   $ 101 Acquisition-related charges $ 43 $ 46 $ 48 Realignment charges — — $ 25 Foreign currency exchange gains (losses) $ 2 $ 5 $ 10 The effective income tax rate related to the reported non-operating foreign currency exchange gains and losseseach of our non-GAAP adjustments varies depending on the jurisdictions in which such gainsincome and lossesexpenses are generated and the statutory rates applicable in those jurisdictions. 46 During the three months ended March 31, 2017, we recognized an income tax benefit previously unrecognized in our consolidated financial statements related to a specific uncertain tax position of $55 million. The recognition of the benefit in the first quarter of 2017 was based on management’s reassessment regarding whether this unrecognized tax benefit met the more-likely-than-not threshold in light of the lapse in the statute of limitations as to a portion of such benefit. 66   Cognizant Technology Solutions Corporation Table of Contents 7 In connection with the enactment of the Tax Reform Act, we recorded a one-time provisional net income tax expense of $617 million comprised of: (i) the one-time transitional tax expense on accumulated undistributed earnings of foreign subsidiaries of $635 million and (ii) foreign and U.S. state income tax expense that will be applicable upon repatriation of the accumulated undistributed earnings of our foreign subsidiaries, other than our Indian subsidiaries, of $53 million, partially offset by (iii) an income tax benefit of $71 million resulting from the revaluation of U.S. net deferred income tax liabilities to the new lower U.S. income tax rate. The one-time incremental income tax expense reflects certain assumptions based upon our interpretation of the Tax Reform Act as of January 18, 2018 and may change, possibly materially, as we receive additional clarification and guidance and as the interpretation of the Tax Reform Act evolves over time. 8 In May 2016, our principal operating subsidiary in India repurchased shares from its shareholders, which are non-Indian Cognizant entities, valued at $2.8 billion. As a result of this transaction, in 2016 we incurred an incremental 2016 income tax expense of $238 million. Forward-Looking Statements This proxy statement, and the letter to stockholders included with this proxy statement, include statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, expectations regarding profitability and revenue, growth trends and enhancing stockholder value, plans to accelerate our investments andestablish a charitable foundation for STEM education, plans to improve non-GAAP Operating Margin, and anticipated share repurchases and dividends, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, changes in the regulatory environment, including with respect to immigration and taxes, and the other factors discussed in the Company’s most recent Annual Report on Form 10-K and other filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law. 58      Cognizant Technology Solutions Corporation 2018 Proxy Statement   67 Table of Contents APPENDIX A COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 2017 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Cognizant Technology Solutions 2017 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Cognizant Technology Solutions Corporation (the “Company”) by linking the individual interests 2004 Employee Stock Purchase Plan (as Amended and Restated Effective as of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.February 27, 2018) ARTICLE 2. DEFINITIONS AND CONSTRUCTIONArticle 1. Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.Definitions 2.11.1 “AdministratorAccount” shall meanmeans the entity that conducts the general administration of the Plan as provided in book account established for a Participant underArticle 12. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.9 hereunder. 2.21.2 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time. 2.3 “Applicable Law” shall mean any applicable law, including without limitation: (a) provisionsBoard of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.Directors 2.4 “Automatic Exercise Date” shall mean, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g.,the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable). 2.5 “Award” shall mean an Option, a Stock Appreciation Right, a Restricted Stock award, a Restricted Stock Unit award, an Other Stock or Cash Based Award or a Dividend Equivalent award, which may be awarded or granted under the Plan. 2.6 “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan. 2.7 “Award Limit” shall mean with respect to Awards that shall be payable in Shares or in cash, as the case may be, the respective limit set forth in Section 3.2. 2.8 “Board” shall mean the Board of Directors of the Company. 2.91.3 “Change in ControlCode” shall mean and includes each of the following: (a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 35% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition;provided,however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with Sections 2.9(c)(i), 2.9(c)(ii) and 2.9(c)(iii); or (iv) in respect of an Award held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity controlled by the Holder or any group of persons including the Holder); or (b) The Incumbent Directors cease for any reason to constitute a majority of the Board; (c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 2017 Proxy Statement      59 Table of Contents Appendix A (ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;provided,however, that no person or group shall be treated for purposes of this Section 2.9(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and (iii) after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or (d) Consummation of a completion of a liquidation or dissolution of the Company. Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation. 2.10 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.amended. 1.4 2.11 “Committee” shall mean the Compensation Committee of the Board or another committee or subcommitteeof Directors appointed and acting in accordance with the terms of the Board or the Compensation CommitteePlan. 1.5 “Common Stock” shall mean shares of the Board described in Company’s Class A Common Stock, par value $.01 per share, and such other securities of the Company that may be substituted therefor pursuant toArticle 12 hereof.21. 1.6 “Company” shall mean Cognizant Technology Solutions Corporation, a Delaware corporation. When used in the Plan with reference to employment, Company shall include Designated Subsidiaries. 2.121.7 “Common StockCompensation” shall mean the Class A common stock oftotal cash compensation paid to an Eligible Employee by the Company par value $0.01 per share.or any Designated Subsidiary, as reportable on IRS Form W-2. Notwithstanding the foregoing, Compensation shall exclude severance pay, stay-on bonuses, long term bonuses, retirement income, change-in-control payments, contingent payments, income derived from stock options, stock appreciation rights and other equity-based compensation and other forms of special remuneration. 2.131.8 “CompanyDesignated Subsidiary” shall have the meaning set forth in Article 1. 2.14 “Consultant” shall mean any consultantSubsidiary the employees of which the Committee from time to time determines to extend the benefits of the Plan to. 1.9 “Effective Date” shall mean April 1, 2004. 1.10 “Eligible Employees” shall mean only those persons who, as of immediately after they are granted an option for a Purchase Period, are Employees not deemed for purposes of Section 423(b)(3) of the Code to own stock possessing 5% or adviser engaged to provide services tomore of the total combined voting power or value of all classes of stock of the Company. 1.11 “Employees” shall mean all persons who are employed as common-law employees by the Company or any Designated Subsidiary, who qualifies asexcluding persons (i) whose customary employment is 20 hours or less per week, or (ii) whose customary employment is for not more than five months in a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.calendar year. 2.151.12 “Covered EmployeeExercise Date” shall mean any Employee who is, or could become, a “covered employee” within the meaning of Section 162(m) of the Code. 2.16 “Director” shall mean a member of the Board, as constituted from time to time. 2.17 “Director Limit” shall have the meaning set forth in Section 4.6. 2.18 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 10.2. 2.19 “DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 2.20 “Effective Date” shall mean the date the Plan is adopted by the Board, subject to approvallast day of the Plan by the Company’s stockholders.a Purchase Period. 2.211.13 “Eligible IndividualFair Market Value” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator. 2.22 “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary. 2.23 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or theper share price of Common Stock (or other securities) and causes a changeon any relevant date shall be the closing price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the per-share value ofStock Exchange serving as the primary market for the Common Stock, underlying outstanding Awards. 2.24 “as such price is reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Select or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 2.25 “Expiration Date” shall have the meaning given to such term in Section 13.1(c). 2.26 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows: (a) Ifon which the Common Stock is (i) listedthen primarily traded. If there is no closing selling price for the Common Stock on any established securities exchange (such as the New York Stock Exchange,date in question, then the NASDAQ Capital Market, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) quoted or traded on any automated quotation system, its Fair Market Value shall be the closing salesselling price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists,exists. 1.14 “Participant” shall mean an Eligible Employee who elects to participate in the Plan underArticle 7 hereunder. 1.15 “Plan” shall mean the Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan, as reportedset forth herein and as amended from time to time. 1.16 “Purchase Period” shall mean quarterly purchase periods that begin on the first business day of, and end on the last business day of, each calendar period, unless modified by the Committee not less than 60 days in advance of the commencement of such modified period. The Wall Street Journallast Purchase Period under the Plan shall terminate on or such other source asbefore the Administrator deems reliable;date of termination of the Plan provided inArticle 25. 68   Cognizant Technology Solutions Corporation Table of Contents 1.17 “Stock Exchange” shall mean the Nasdaq Global or Global Select Market or the New York Stock Exchange.            (b) If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported inThe Wall Street Journalor such other source as the Administrator deems reliable; or   (c) If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith. 2.271.18 “Full Value AwardSubsidiary” shall mean any Awardcorporation that is settled in Shares other than: (a) an Option, (b) a Stock Appreciation Right or (c) any other Award for which the Holder pays the intrinsic value existing assubsidiary of the date of grant (whether directly or by forgoing a right to receive a payment from the Company or any Subsidiary). 60      Cognizant Technology Solutions Corporation Table of Contents Appendix A 2.28 “Greater Than 10% Stockholder” shall mean an individual then owning (withinwithin the meaning of Section 424(d)424(f) of the Code)Code. 1.19 “Termination of Service” shall mean the earliest of the following events with respect to a Participant: his retirement, death, resignation, discharge or permanent separation from service with the Company. The masculine gender includes the feminine, the singular number includes the plural and the plural number includes the singular unless the context otherwise requires. Article 2. Purpose 2.1 It is the purpose of this Plan to provide a means whereby Eligible Employees may purchase Common Stock through payroll deductions. It is intended to provide a further incentive for Employees to promote the best interests of the Company and to encourage stock ownership by Employees in order to participate in the Company’s economic progress. 2.2 It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the provisions of the Plan shall be construed in a manner consistent with the Code. Article 3. Administration The Plan shall be administered by the Committee. The Committee shall have authority to make rules and regulations for the administration of the Plan, and its interpretations and decisions with regard thereto shall be final and conclusive. The Committee shall have all necessary authority to communicate, from time to time, with Eligible Employees and Participants for purposes of administering the Plan, and shall notify Eligible Employees promptly of its election of the term of each forthcoming Purchase Period, if other than quarterly. Article 4. Shares There shall be 40,000,000 shares of Common Stock reserved for issuance to and purchase by Participants under the Plan. Such share reserve includes (i) the 28,000,000 shares of Common Stock previously reserved for issuance under the Plan (after giving effect to the two-for-one stock split of Common Stock that occurred on March 10, 2014), plus (ii) an increase of 12,000,000 shares of Common Stock approved by the Board of Directors on February 27, 2018, subject to stockholder approval at the Company’s 2018 Annual Meeting of Stockholders. The shares of Common Stock subject to the Plan shall be either shares of authorized but unissued Common Stock or shares of Common Stock reacquired by the Company. Shares of Common Stock subject to any unexercised portion of any terminated option may again be granted under the Plan. Article 5. Purchase Price The purchase price per share of Common Stock sold under this Plan for any Purchase Period shall be equal to the lesser of (a) 90% of the Fair Market Value of a share of Common Stock on the first day of such Purchase Period and (b) 90% of the Fair Market Value of a share of Common Stock on the Exercise Date of such Purchase Period. Article 6. Grant of Option to Purchase Shares and Accrual Limitations 6.1 Each Eligible Employee shall be granted an option effective on the first day of each Purchase Period to purchase a number of full shares of Common Stock. Unless the Committee determines otherwise prior to the start date of the applicable Purchase Period and subject to the limitations set forth in thisArticle 6, each option granted for a Purchase Period beginning on or after January 1, 2010 shall provide the Participant with the right to purchase shares of Common Stock under this Plan with an aggregate Fair Market Value of up to $25,000 (as determined on the first day of the Purchase Period) on the related Exercise Date. 6.2 Anything herein to the contrary notwithstanding, if, as of the first day of a Purchase Period, any Eligible Employee entitled to purchase shares hereunder would be deemed for the purposes of Section 423(b)(3) of the Code to own stock (including any number of shares which such person would be entitled to purchase hereunder) possessing 5% or more than 10% of the total combined voting power or value of all classes of stock of the Company, or any subsidiary corporation (as defined in Section 424(f)the maximum number of shares which such person shall be entitled to purchase pursuant to the Plan shall be reduced to that number that when added to the number of shares of stock of the Code) or parent corporation thereof (as defined in Section 424(e)Company which such person is so deemed to own (excluding any number of the Code)shares which such person would be entitled to purchase hereunder), is one less than such 5%.   2.296.3 “Holder” shall mean a person who has been granted an Award. 2.30 “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code. 2.31 “Incumbent Directors” shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.9(a) or 2.9(c)) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office who either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director. 2.32 “Non-Employee Director” shall mean a Director of the Company who is not an Employee. 2.33 “Non-Employee Director Equity Compensation Policy”The Committee shall have the meaning set forth in Section 4.6. 2.34 “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code. 2.35 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option;provided,however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options. 2.36 “Option Term” shall have the meaning set forth in Section 6.4. 2.37 “Organizational Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relatingdiscretionary authority, exercisable prior to the creation and governancestart of any Purchase Period under the Company, and (b) the Committee’s charter or other similar organizational documentation relatingPlan, to the creation and governance of the Committee. 2.38 “Other Stock or Cash Based Award” shall mean a cash payment, cash bonus award, stock payment, stock bonus award, performance award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 10.1, which may include, without limitation, deferred stock, deferred stock units, retainers, committee fees, and meeting-based fees. 2.39 “Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code. 2.40 “Performance Criteria” shall mean the criteria (and adjustments) that the Administrator selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows: (a) The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) revenue or revenue growth, (ii) operating or net income, (iii) operating or net income before acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (iv) operating or net income before interest, taxes, depreciation, amortization and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based-awards, (v) gross, operating or net profit margin, (vi) gross, operating or net profit margin before acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (vii) earnings per share, either before or after acquisition related charges, net non-operating foreign currency exchange gains or losses and/or charges for stock-based compensation and any taxes or fringe benefits incurred by the Company in settlement of stock-based awards, (viii) return on assets, capital or stockholder equity, (ix) total stockholder return, (x) cash flow, (xi) measures in terms of days sales outstanding or accounts receivable outstanding, (xii) working capital, (xiii) market share, (xiv) increases in customer base, (xv) cost reductions or other expense control objectives, (xvi) market price of the Common Stock, whether measured in absolute terms or in relationship to earnings or operating income or in relation to various stock market or industry indices, (xvii) budget objectives, (xviii) working capital, (xix) mergers, acquisitions or divestitures, (xx) measures of customer satisfaction, (xxi) productivity measures, (xxii) funds from operations, (xxiii) operating efficiency, or (xxiv) economic value-added models, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. (b) The Administrator, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determinedlimitations to be appropriate adjustments; (xi) items relating to unusual or infrequent corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; 2017 Proxy Statement      61 Table of Contents Appendix A (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losseseffect for litigation, arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force or early retirement initiative; (xx) items relating to foreign exchange or currency transactions and/or fluctuations; or (xxi) items relating to any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting Standards or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code. 2.41 “Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a Subsidiary, division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with reference to Applicable Accounting Standards. 2.42 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right to, vesting of, and/or the payment in respect of, an Award. 2.43 “Permitted Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee specifically approved by the Administrator after taking into account Applicable Law. 2.44 “Plan” shall have the meaning set forth in Article 1. 2.45 “Prior Plan” shall mean the Cognizant Technology Solutions Corporation Amended and Restated 2009 Incentive Compensation Plan, as such plan may be amended from time to time. 2.46 “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan. 2.47 “Restricted Stock” shall mean Common Stock awarded under Article 8 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase. 2.48 “Restricted Stock Units” shall mean the right to receive Shares awarded under Article 9. 2.49 “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. 2.50 “Securities Act” shall mean the Securities Act of 1933, as amended. 2.51 “Shares” shall mean shares of Common Stock. 2.52 “Stock Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.shares purchasable per Participant and in total by all Participants on each Exercise Date. 2.53 “SAR Term” shall have the meaning set forth in Section 6.4. 2.54 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain. 2.55 “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity;provided,however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right. 2.56 “Termination of Service” shall mean: (a) As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary. (b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary. (c) As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any Subsidiary. The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under 62      Cognizant Technology Solutions Corporation 2018 Proxy Statement  69 Table of Contents Appendix A said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off). ARTICLE 3. SHARES SUBJECT TO THE PLAN 3.1 Number of Shares. (a) Subject to adjustment as provided in Section 3.1(b) and Section 13.2, a total of 53,000,000 Shares shall be authorized for grant under the Plan (including, without limitation, pursuant to Incentive Stock Options). Any Shares that are subject to Awards other than Full Value Awards shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to Full Value Awards shall be counted against this limit as two (2) Shares for every one (1) Share granted. After the Effective Date, no awards may be granted under the Prior Plan, however, any awards under the Prior Plan that are outstanding as of the Effective Date shall continue to be subject to the terms and conditions of such Prior Plan. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market. (b) If (i) any Shares subject to an Award are forfeited or expire or are converted to shares of another Person in connection with a spin-off or other similar event, or an Award is settled for cash (in whole or in part), or (ii) after the Effective Date, any Shares subject to an award under the Prior Plan are forfeited or expire or are converted to shares of another Person in connection with a spin-off or other similar event, or an award under the Prior Plan is settled for cash (in whole or in part) (including in each case Shares repurchased by the Company under Section 8.4 at the same price paid by the Holder), the Shares subject to such Award or award under the Prior Plan shall, to the extent of such forfeiture, expiration, conversion or cash settlement, again be available for future grants of Awards under the Plan, in accordance with Section 3.1(d) below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 3.1(a) and shall not be available for future grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased by the Company on the open market with the cash proceeds received from the exercise of Options. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. (c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section 422 of the Code. Additionally, in the event that a company acquiredby the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using such available Shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination. (d) Any Shares that again become available for grant pursuant to this Section 3.1 shall be added back as: (i) one (1) Share if such Shares were subject to an Award other than a Full Value Award granted under the Plan or an option or stock appreciation right granted under the Prior Plan, and (ii) as two (2) Shares if such Shares were subject to Full Value Awards granted under the Plan or awards other than options or stock appreciation rights granted under the Prior Plan. 3.2 Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Section 13.2, the maximum aggregate number of Shares with respect to one or more Awards other than Full Value Awards that may be granted to any one person during any calendar year shall be 3,000,000; the maximum aggregate number of Shares with respect to one or more Full Value Awards that may be granted to any one person during any calendar year shall be 2,000,000; and the maximum aggregate amount of cash that may be paid in cash to any one person during any calendar year with respect to one or more Awards payable in cash shall be $10,000,000. To the extent required by Section 162(m) of the Code, Shares subject to Awards which are canceled shall continue to be counted against the Award Limit. ARTICLE 4. GRANTING OF AWARDS 4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except for any Non-Employee Director’s right to Awards that may be required pursuant to the Non-Employee Director Equity Compensation Policy as described in Section 4.6, no Eligible Individual or other Person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other Person shall participate in the Plan. 4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable Program). Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award 2017 Proxy Statement      63 Table of Contents Appendix A Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. 4.3 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 4.4 No Impact on Employment Rights. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary. 4.5 Foreign Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (d) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable;provided,however, that no such sub-plans and/or modifications shall increase the share limitation contained in Section 3.1, the Award Limit or the Director Limit; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange. 4.6 Non-Employee Director Awards. (a) Non-Employee Director Equity Compensation Policy. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation Policy may be modified by the Administrator from time to time in its sole discretion. (b) Director Limit. Notwithstanding any provision to the contrary in the Plan or in the Non-Employee Director Equity Compensation Policy, the sum of the grant date fair value of equity-based Awards and the amount of any cash-based Awards granted to a Non-Employee Director during any calendar year shall not exceed $900,000 (the “Director Limit”). ARTICLE 5. PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION 5.1 Purpose. The Administrator may, in its sole discretion, (a) determine whether an Award is intended to qualify as Performance-Based Compensation and (b) at any time after any such determination, alter such intent for any or no reason. If the Administrator, in its sole discretion, decides to grant an Award that is intended to qualify as Performance-Based Compensation (other than an Option or Stock Appreciation Right), then the provisions of this Article 5 shall control over any contrary provision contained in the Plan or any applicable Program;provided that, if after such decision the Administrator alters such intention for any reason, the provisions of this Article 5 shall no longer control over any other provision contained in the Plan or any applicable Program. The Administrator, in its sole discretion, may (i) grant Awards to Eligible Individuals that are based on Performance Criteria or Performance Goals or any such other criteria and goals as the Administrator shall establish, but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance- Based Compensation and (ii) subject any Awards intended to qualify as Performance-Based Compensation to additional conditions and restrictions unrelated to any Performance Criteria or Performance Goals (including, without limitation, continued employment or service requirements) to the extent such Awards otherwise satisfy the requirements of this Article 5 with respect to the Performance Criteria and Performance Goals applicable thereto. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards. 5.2 Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Administrator shall, in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Administrator shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, the Administrator (i) shall, unless otherwise provided in an Award Agreement, have the right to reduce or eliminate the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant, including the assessment of individual or corporate 64      Cognizant Technology Solutions Corporation Table of Contents Appendix A performance for the Performance Period, but (ii) shall in no event have the right to increase the amount payable for any reason. 5.3 Payment of Performance-Based Awards. Unless otherwise provided in the applicable Program or Award Agreement and only to the extent otherwise permitted by Section 162(m) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation, the Holder must be employed by the Company or a Subsidiary throughout the Performance Period. Unless otherwise provided in the applicable Program or Award Agreement, a Holder shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such Performance Period are achieved. 5.4 Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification as Performance-Based Compensation, and the Plan and the applicable Program and Award Agreement shall be deemed amended to the extent necessary to conform to such requirements. ARTICLE 6. GRANTING OF OPTIONS AND STOCK APPRECIATION RIGHTS 6.1 Granting of Options and Stock Appreciation Rights to Eligible Individuals. The Administrator is authorized to grant Options and Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan. 6.2 Qualification of Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective options were granted. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability to a Holder, or any other Person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option. 6.3 Option and Stock Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option or Stock Appreciation Right, as applicable, is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant;provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code. 6.4 Option and SAR Term. The term of each Option (the “Option Term”) and the term of each Stock Appreciation Right (the “SAR Term”) shall be set by the Administrator in its sole discretion;provided,however, that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Stock Appreciation Right, as applicable, is granted to an Eligible Individual (other than, in the case of Incentive Stock Options, a Greater Than 10% Stockholder), or (b) five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder or the first sentence of this Section 6.4 and without limiting the Company’s rights under Section 11.7, the Administrator may extend the Option Term of any outstanding Option or the SAR Term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Options or Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder or otherwise, and may amend, subject to Section 11.7 and 13.1, any other term or condition of such Option or Stock Appreciation Right relating to such Termination of Service of the Holder or otherwise. 6.5 Option and SAR Vesting. The period during which the right to exercise, in whole or in part, an Option or Stock Appreciation Right vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement. Unless otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Stock Appreciation Right, (a) no portion of an Option or Stock Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable and (b) the portion of an Option or Stock Appreciation Right that is unexercisable at a Holder’s Termination of Service shall automatically expire thirty (30) days following such Termination of Service. 6.6 Substitution of Stock Appreciation Rights; Early Exercise of Options. The Administrator may provide in the applicable Program or Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option;provided that such Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also 2017 Proxy Statement      65 Table of Contents Appendix A have the same exercise price, vesting schedule and remaining term as the substituted Option. The Administrator may provide in the terms of an Award Agreement that the Holder may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for unvested shares of Restricted Stock with respect to any unvested portion of the Option so exercised. Shares of Restricted Stock acquired upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions as the Administrator shall determine. ARTICLE 7. EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTSElection to Participate 7.1 Exercise and Payment. An exercisable OptionEligible Employee may elect to become a Participant in this Plan by completing a “Stock Purchase Agreement” form or otherwise indicating an election via electronic enrollment prior to the first day of the Purchase Period. In the Stock Appreciation Right may be exercisedPurchase Agreement, the Eligible Employee shall authorize regular payroll deductions from his Compensation subject to the limitations in whole or in part. However, an Option orArticle 8 below. Options granted to Eligible Employees who fail to authorize payroll deductions will automatically lapse. If a Participant’s payroll deductions allow him to purchase fewer than the maximum number of shares of Common Stock Appreciation Right shall not be exercisableto which his option entitles him, the option with respect to fractional Shares and the Administrator may requireshares that by the terms of the Option or Stock Appreciation Right, a partial exercise must be with respect to a minimum number of Shares. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 7 shall be in cash, Shares (based on its Fair Market Valuehe does not purchase will lapse as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.relevant Exercise Date.            7.2 MannerThe execution and delivery of the Stock Purchase Agreement as between the Participant and the Company shall be conditioned upon the compliance by the Company at such time with Federal (and any applicable state) securities laws. Article 8. Payroll Deductions 8.1 An Eligible Employee may authorize payroll deductions from his Compensation for each payroll period of a specified percentage of such Compensation, not less than 1% and not more than 15%, in multiples of 1%. 8.2 The amount of payroll deduction shall be established prior to the beginning of a Purchase Period and may not be altered, except for complete discontinuance underArticle 11,13 or14 hereunder. 8.3 For a given Purchase Period, payroll deductions shall commence on the first day of the Purchase Period and shall end on the related Exercise Date, unless sooner terminated as provided in the Plan. Article 9. Employee Stock Purchase Account An Account will be established for each Participant in the Plan. Payroll deductions made underArticle 8will be credited to the individual Accounts and no interest or other earnings will be credited to a Participant’s Account. The amounts collected from the Participant shall not be required to be held in any segregated account or trust fund and may be commingled with the general assets of the Company and used for general corporate purposes. Article 10. Purchase of Shares 10.1 If, as of any Exercise Date, there is credited to the Account of a Participant an amount at least equal to the purchase price of one share of Common Stock for the current Purchase Period, as determined in Article 5. Except as, the Participant shall buy and the Company shall sell at such price the largest number of whole shares of Common Stock which can be purchased with the amount in his Account, subject to the limitations set forth inArticle 6. 10.2 Any balance remaining in a Participant’s Account at the end of a Purchase Period will be carried forward into the Participant’s Account for the following Purchase Period. However, in no event will the balance carried forward be equal to or exceed the purchase price of one share of Common Stock as determined inArticle 5 above. Notwithstanding the foregoing provisions of this paragraph, if as of any Exercise Date the provisions ofArticle 15 are applicable to the Purchase Period ending on such Exercise Date, and the Committee reduces the number of shares that would otherwise be purchased by Participants on such Exercise Date, the entire balance remaining credited to the Account of each Participant after the purchase of the applicable number of shares of Common Stock on such Exercise Date shall be refunded to each such Participant. 10.3 Anything herein to the contrary notwithstanding, no Participant may, in any calendar year, purchase a number of shares of Common Stock under this Plan that, together with all other shares of stock of the Company and its Subsidiaries that he may be entitled to purchase in such year under all other employee stock purchase plans of the Company and its subsidiaries that meet the requirements of Section 7.3, all or423(b) of the Code, have an aggregate Fair Market Value (measured as of the first day of each applicable Purchase Period) in excess of $25,000 and, if as of any Exercise Date the foregoing limitation is applicable to the Purchase Period ending on such Exercise Date, the balance remaining credited to the Account of such Participant in excess of such limitation after the purchase of the applicable number of shares of Common Stock (if any) on such Exercise Date shall be refunded to such Participant. The limitation described in the preceding sentence shall be applied in a portionmanner consistent with Section 423(b)(8) of the Code. 10.4 No refund of an exercisable OptionAccount balance made pursuant to the Plan shall include any amount in respect of interest or Stock Appreciation Right shall be deemedother imputed earnings. 10.5 At the time a Participant’s rights under the Plan are exercised, upon delivery ofin whole or in part, or at the time some or all of the following toCommon Stock issued under the SecretaryPlan is disposed of, the Company,Participant must make adequate provision for the stock plan administratorCompany’s federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable withholding obligations. 70  Cognizant Technology Solutions Corporation Table of Contents Article 11. Withdrawal A Participant may withdraw from the Plan at any time prior to the Exercise Date of a Purchase Period by filing a notice of withdrawal. Upon a Participant’s withdrawal, the payroll deductions shall cease for the next payroll period and the entire amount credited to his Account shall be refunded to him. Any Participant who withdraws from the Plan may again become a Participant hereunder at the start of the next Purchase Period in accordance withArticle 7. Article 12. Issuance of Stock Certificates The shares of Common Stock purchased by a Participant shall, for all purposes, be deemed to have been issued and sold at the close of business on the Exercise Date. Prior to that date, none of the rights or privileges of a stockholder of the Company shall exist with respect to such shares. Stock certificates shall be registered either in the Participant’s name or jointly in the names of the Participant and his spouse, as the Participant shall designate in his Stock Purchase Agreement. Such designation may be changed at any time by filing notice thereof. Certificates representing shares of purchased Common Stock shall be delivered promptly to the Participant following issuance. Article 13. Termination of Service 13.1 Upon a Participant’s Termination of Service for any reason other than death or such other personvoluntary termination of employment on or entity designated byafter attaining age 55 (“Retirement”), no payroll deduction may be made from any Compensation due him as of the Administrator, ordate of his her or its office,Termination of Service and the entire balance credited to his Account shall be automatically refunded to him. 13.2 Upon a Participant’s Retirement, no payroll deduction shall be made from any Compensation due him as applicable:of the date of his Retirement. Such a Participant may, prior to Retirement, elect:   (a) A writtento have the entire amount credited to his Account as of the date of his Retirement refunded to him, or electronic notice complying with (b) to have the applicable rules established byentire amount credited to his Account held therein and utilized to purchase shares on the Administrator stating that the Option or Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed or otherwise acknowledged electronically by the Holder or other person then entitled to exercise the Option or Stock Appreciation Right or such portion thereof;Exercise Date as provided inArticle 10.            13.3 (b) Such representations and documents asUpon the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law; (c) In the event that the Option or Stock Appreciation Rightdeath of a Participant, no payroll deduction shall be exercised pursuant to Section 11.3 bymade from any person or persons other thanCompensation due him at time of death, and the Holder, appropriate proof of the right of such person or persons to exercise the Option or Stock Appreciation Right, as determinedentire balance in the sole discretiondeceased Participant’s Account shall be paid to the Participant’s designated beneficiary, or otherwise to his estate. Article 14. Authorized Leave of Absence, Disability 14.1 Payroll deductions shall cease during a period of absence without pay from work due to a Participant’s authorized leave of absence, disability or for any other reason. If such Participant shall return to active service prior to the Administrator; and (d) Full payment of the exercise price and applicable withholding taxesExercise Date for the Shares with respect to which the Option or Stock Appreciation Right, or portion thereof, is exercised, in a manner permitted by the Administratorcurrent Purchase Period, payroll deductions shall be resumed in accordance with Sections 11.1 and 11.2.his prior authorization. 7.3 Expiration of Option Term or SAR Term: Automatic Exercise of In-The-Money Options and Stock Appreciation Rights. Unless otherwise provided by the Administrator in an Award Agreement or otherwise or as otherwise directed by an Option or Stock Appreciation Rights Holder in writing to the Company, each vested and exercisable Option and Stock Appreciation Right outstanding on the Automatic Exercise Date with an exercise price per Share that is less than the Fair Market Value per Share as of such date shall automatically and without further action by the Option or Stock Appreciation Rights Holder or the Company be exercised on the Automatic Exercise Date. In the sole discretion of the Administrator, payment of the exercise price of any such Option shall be made pursuant to Section 11.1(b) or 11.1(c) and the Company or any Subsidiary shall be entitled to deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in accordance with Section 11.2. Unless otherwise determined by the Administrator, this Section 7.3 shall not apply to an Option or Stock Appreciation Right if the Holder of such Option or Stock Appreciation Right incurs a Termination of Service on or before the Automatic Exercise Date. For the avoidance of doubt, no Option or Stock Appreciation Right with an exercise price per Share that is equal to or greater than the Fair Market Value per Share on the Automatic Exercise Date shall be exercised pursuant to this Section 7.3.           7.414.2 If the Participant shall not return to active service prior to the Exercise Date for the current Purchase Period, the balance of his Stock Purchase Account will be used to purchase shares on the Exercise Date as provided inNotification Regarding DispositionArticle 10, unless the Participant elects to withdraw from the Plan in accordance withArticle 11. The Holder Article 15. Procedure If Insufficient Shares Available In the event that on any Exercise Date the aggregate funds available for the purchase of shares of Common Stock pursuant toArticle 10 hereof would result in purchases of shares in excess of the number of shares of Common Stock then available for purchase under the Plan, the Committee shall proportionately reduce the number of shares that would otherwise be purchased by each Participant on the Exercise Date in order to eliminate such excess, and the provisions of the second paragraph ofArticle 10 shall apply. Article 16. Rights Not Transferable The right to purchase shares of Common Stock under this Plan is exercisable only by the Participant during his lifetime and is not transferable by him. If a Participant attempts to transfer his right to purchase shares under the Plan, he shall be deemed to have requested withdrawal from the Plan and the provisions ofArticle 11 hereof shall apply with respect to such Participant. Article 17. No Obligation to Exercise Option Granting of an option under this Plan shall impose no obligation on an Eligible Employee to exercise such option. 2018 Proxy Statement  71 Table of Contents Article 18. No Guarantee of Continued Employment Granting of an option under this Plan shall imply no right of continued employment with the Company for any Eligible Employee. Article 19. Notice 19.1 Any notice that an Eligible Employee or Participant files pursuant to this Plan shall be in writing and shall be delivered personally or by mail addressed to the Committee, c/o Chief Executive Officer at Glenpointe Centre West, 500 Frank W. Burr Blvd., Teaneck, NJ 07666, or such other person or location as may be specified by the Committee. 19.2 Each Participant shall give prompt notice to the Company prompt written or electronic notice of any disposition or other transfer of Shares acquired byany shares of Common Stock purchased upon exercise of an Incentive Stock Option which occursa right under the Plan if such disposition or transfer is made: (a) within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h)first day of the Code) such Option to such Holder,Purchase Period in which the shares of Common Stock were purchased or (b) within one year after the dateExercise Date on which such shares of transfer of such Shares to such Holder.Common Stock were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the HolderParticipant in such disposition or other transfer. ARTICLE 8. AWARD OF RESTRICTED STOCKArticle 20. Repurchase of Stock The Company shall not be required to repurchase from any Participant shares of Common Stock acquired under this Plan. Article 21. Adjustments Upon Changes In Stock 8.121.1 Subject toAwardSection 21.3, in the event that the Committee determines that any dividend or other distribution (whether in the form of Restrictedcash, Common Stock,. The Administrator is authorized to grant Restricted other securities, or other property), reorganization, merger, amalgamation, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock to Eligible Individuals, and shall determineor other securities of the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on theCompany, issuance of such Restrictedwarrants or other rights to purchase Common Stock as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any,or other securities of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the extent required by Applicable Law. 8.2 Rights as Stockholders. Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the Plan, any applicable Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares to the extent such dividends and other distributions have a record date that is on or after the date on which the Holder to whom such Shares are granted becomes the record holder of such Restricted Stock; provided, however, that, in the sole discretion of the Administrator, any dividends and distributions with respect to the Shares may be subject to the restrictions set forth in Section 8.3. Without limiting the foregoing, except in connection with a spin-offCompany, or other similar eventcorporate transaction or as otherwise permitted in Section 13.2, dividends that are paid prior to vesting of shares of Restricted Stock shall only be paid to the applicable Holder to the extent that the vesting conditions are subsequently satisfied and the shares of Restricted Stock vest. 8.3 Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement. 66      Cognizant Technology Solutions Corporation Table of Contents Appendix A 8.4 Repurchase or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator, if no price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration on the date of such Termination of Service. If a price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including, without limitation, a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall not lapse, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase. 8.5 Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service. ARTICLE 9. AWARD OF RESTRICTED STOCK UNITS 9.1 Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. 9.2 Term. Except as otherwise provided herein,Committee, affects the term of a RestrictedCommon Stock Unit award shall be setsuch that an adjustment is determined by the Administrator in its sole discretion. 9.3 Purchase Price. The Administrator shall specify the purchase price, if any,Committee to be paidappropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the HolderCompany to be made available under the CompanyPlan or with respect to any Restricted Stock Unit award; provided, however, that the value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law. 9.4 Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Subsidiary, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. 9.5 Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15th day of the third month following the end of the calendar year in which the applicable portion of the Restricted Stock Unit vests; and (b) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance with the applicable Award Agreement and subject to Section 11.4(f), transfer to the Holder one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Common Stock as determined by the Administrator. For the avoidance of doubt, any Dividend Equivalents granted in tandem with Restricted Stock Units subject to vesting that are based on dividends paid prior to the vesting of such Restricted Stock Units shall be paid out to the Holder only to the extent that the vesting conditions are subsequently satisfied and the Restricted Stock Units vest. 9.6 Payment upon Termination of Service. An Award of Restricted Stock Units shall be payable only while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service. ARTICLE 10. AWARD OF OTHER STOCK OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS 10.1 Other Stock or Cash Based Awards. The Administrator is authorized to (a) grant Other Stock or Cash Based Awards, including awards entitling a Holder to receive Shares or cash to be delivered immediately or in the future, to any Eligible Individual and (b) determine whether such Other Stock or Cash Based Awards shall be Performance-Based Compensation. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other Stock or Cash Based Award, including the term of the Award, any exercise oroutstanding purchase price, performance goals, including the Performance Criteria, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Stock or Cash Based Awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator, and may be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible Individual is otherwise entitled. Except in connection with a spin-off or other similar event or as otherwise permitted under Section 13.2, dividends that are paid prior to vesting of a Other Stock or Cash Based Award shall only be paid to the applicable Holder to the extent that the vesting conditions are subsequently satisfied and the Other Stock or Cash Based Award vests. 10.2 Dividend Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Administrator. 2017 Proxy Statement      67 Table of Contents Appendix A Except in connection with a spin-off or other similar event or as otherwise permitted under Section 13.2, dividend Equivalents with respect to an Award subject to vesting that are based on dividends paid prior to the vesting of such Award shall be paid out to the Holder only to the extent that the vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. ARTICLE 11. ADDITIONAL TERMS OF AWARDS 11.1 Payment. The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) held for any minimum period of time as may be established by the Administrator having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator in its sole discretion, or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. 11.2 Tax Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as a Holder may have elected, allow a Holder to satisfy such obligations by any payment means described in Section 11.1 hereof, including without limitation, by allowing such Holder to elect to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be no greater than the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates in such Holder’s applicable jurisdiction for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation. 11.3 Transferability of Awards. (a) Except as otherwise provided in Sections 11.3(b) and 11.3(c): (i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of descent and distribution or (B) subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed; (ii) No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 11.3(a)(i); and (iii) During the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under the Plan, unless it has been disposed of pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution. (b) Notwithstanding Section 11.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted Transferee of such Holder to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Nonqualified Stock Option) to any one or more Permitted Transferees of such Holder, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another Permitted Transferee of the applicable Holder or (B) by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award to any Person other than another Permitted Transferee of the applicable Holder); (iii) the Holder (or transferring 68      Cognizant Technology Solutions Corporation Table of Contents Appendix A Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence the transfer; and (iv) no Award may be transferred by a Holder or a Permitted Transferee for value or consideration. In addition, and further notwithstanding Section 11.3(a), hereof, the Administrator, in its sole discretion, may determine to permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the Holder is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust. (c) Notwithstanding Section 11.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Holder and any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time;provided that the change or revocation is delivered in writing to the Administrator prior to the Holder’s death. 11.4 Conditions to Issuance of Shares. (a) The Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder make such reasonable covenants, agreements and representations as the Administrator, in its sole discretion, deems advisable in order to comply with Applicable Law. (b) All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted Stock). (c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. (d) No fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down. (e) The Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any restrictions thereon shall have lapsed and/or (ii) require that the stock certificates evidencing such Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a stock power, endorsed in blank, relating to such Shares. (f) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). 11.5 Forfeiture and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement. 11.6 Prohibition on Repricing. Subject to Section 13.2, the Administrator shall not, without the approval of the stockholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per Share, or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per Share exceeds the Fair Market Value of the underlying Shares. Furthermore, for purposes of this Section 11.6, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price per Share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per Share that is less than the exercise price per Share of the original Options or Stock Appreciation Rights without the approval of the stockholders of the Company. 11.7 Amendment of Awards. Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the 2017 Proxy Statement      69 Table of Contents Appendix A date of exercise or settlement, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Holder’s consent to such action shall be required unless (a) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect the Holder, or (b) the change is otherwise permitted under the Plan (including, without limitation, under Section 13.2 or 13.10). 11.8 Data Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 11.8 by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited to, the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its Subsidiaries and details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit any Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Holder’s ability to participate in the Plan and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders may contact their local human resources representative. ARTICLE 12. ADMINISTRATION 12.1 Administrator. The Committee shall administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to Awards that are intended to be Performance-Based Compensation, including Options and Stock Appreciation Rights, then the Committee shall take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule and an “outside director” for purposes of Section 162(m) of the Code. Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.1 or the Organizational Documents. Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Administrator” as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 12.6. 12.2 Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 11.5 or Section 13.10. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee. 12.3 Action by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 12.4 Authority of Administrator. Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to: (a) Designate Eligible Individuals to receive Awards; (b) Determine the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem with another Award granted pursuant to the Plan); 70      Cognizant Technology Solutions Corporation Table of Contents Appendix A (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; (d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase price, any Performance Criteria or performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines; (e) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement, which need not be identical for each Holder; (g) Decide all other matters that must be determined in connection with an Award; (h) Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan; (i) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; (j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan; and (k) Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Section 13.2. 12.5 Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all Persons. 12.6 Delegation of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 12; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees with respect to Awards intended to constitute Performance Based Compensation, or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational Documents and Applicable Law (including, without limitation, Section 162(m) of the Code). Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority. ARTICLE 13. MISCELLANEOUS PROVISIONS 13.1 Amendment, Suspension or Termination of the Plan. (a) Except as otherwise provided in Section 13.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board;provided that, except as provided in Section 11.5 and Section 13.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. (b) Notwithstanding Section 13.1(a), the Board may not, except as provided in Section 13.2, take any of the following actions without approval of the Company’s stockholders given within twelve (12) months before or after such action: (i) increase the limit imposed in Section 3.1 on the maximum number of Shares which may be issued under the Plan, the Award Limit or the Director Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 11.6, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 11.6. (c) No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders (such anniversary, the “Expiration Date”). Any Awards that are outstanding on the Expiration DateCommittee shall remain in force according to the terms of the Plan, the applicable Program and the applicable Award Agreement. 13.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. (a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to: (i)to (a) the aggregate number and kindtype of Sharesshares of Common Stock (or other securities or property) that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan, adjustments of the Award LimitArticle 4 and the Director Limitlimitations established in each Stock Purchase Agreement); (b) the class(es) and adjustmentsnumber of the manner in which Shares subject to Full Value Awards will be counted); (ii) the numbershares of Common Stock and kindprice  per share of Shares (or other securities or property)Common Stock subject to outstanding Awards; (iii)rights; and (c) the terms 2017 Proxy Statement      71 Table of Contents Appendix A and conditions ofPurchase Price with respect to any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator.rights. 21.2 (b) InSubject toSection 21.3, in the event of any transaction or event described inSection 13.2(a)21.1 or any unusual or nonrecurring transactions or events affecting the Company, any Subsidiaryaffiliate of the Company, or the financial statements of the Company or any Subsidiary,affiliate, or of changes in Applicable Lawapplicable law or Applicable Accounting Standards,accounting principles, the Administrator,Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the AdministratorCommittee determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Awardright under the Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Lawlaws, regulations or Applicable Accounting Standards:principles:   (i)(a) To provide for theeither (i) termination of any such Awardoutstanding right in exchange for an amount of cash, and/or other property with a valueif any, equal to the amount that would have been attainedobtained upon the exercise of such Awardright had such right been currently exercisable or realization of(ii) the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2 the Administrator determines in good faith that no amount would have been attained upon the exercisereplacement of such Awardoutstanding right with other rights or realization of the Holder’s rights, then such Award may be terminatedproperty selected by the Company without payment);Committee in its sole discretion; (ii)(b) To provide that such Awardthe outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;prices;   (iii)(c) To make adjustments in the number and type of Shares of the Company’s stockshares (or other securities or property) subject to such Award,outstanding rights under the Plan and/or in the terms and conditions of (including the grant or exercise price),outstanding rights and the criteria included in, outstanding Awards and Awards whichrights that may be granted in the future; (iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement; (v) To replace such Award with other rights or property selected by the Administrator; and/or (vi) To provide that the Award cannot vest, be exercised or become payable after such event. (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13.2(a) and 13.2(b): (i) The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted (and the adjustments provided under this Section 13.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company); and/or (ii) The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan, adjustments of the Award Limit and the Director Limit, and adjustments of the manner in which Shares subject to Full Value Awards will be counted).   (d) InTo provide that Participants’ accumulated payroll deductions may be used to purchase Common Stock prior to the event an Award continuesnext occurring Exercise Date on such date as the Committee determines in effect or is assumed or an equivalent Award substituted in connection with a Change in Control, and a Holder incurs a Termination of Service without “cause” (as such term is defined in theits sole discretion ofand the Administrator, or as set forth inParticipants’ rights under the Award Agreement relating to such Award) upon or within twelve (12) months following the Change in Control, then such Holderongoing Purchase Period(s) shall be fully vested in such continued, assumed or substituted Award.terminated; and   (e) In the eventTo provide that the successor corporation in a Change in Control refuses to assume or substitute for an Award (or any portion thereof), the Administrator may cause (i) any or all of such Award (or portion thereof) to terminate in exchange for cash,outstanding rights or other property pursuant to Section 13.2(b)(i) or (ii) any or all of such Award (or portion thereof) to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Award to lapse. If any such Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the expiration of such period. (f) For the purposes of this Section 13.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);provided,however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or 72      Cognizant Technology Solutions Corporation Table of Contents Appendix A its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in Control.without being exercised.   21.3 (g) The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan. (h) Unless otherwise determined by the Administrator, noNo adjustment or action described in this Section 13.2Article 21 or in any other provision of the Plan shall be authorized to the extent itthat such adjustment or action would (i) with respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, cause such Awards to fail to so qualify as Performance- Based Compensation, (ii) cause the Plan to violatefail to satisfy the requirements of Section 422(b)(1)423 of the Code, (iii) resultCode. 72  Cognizant Technology Solutions Corporation Table of Contents 21.4 Except as expressly provided in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iv) cause an Award to fail to be exempt from or comply with Section 409A. (i) The existence of the Plan, no Participant shall have any Program,rights by reason of any Award Agreement and/subdivision or consolidation of shares of stock of any class, the Awards granted hereunder shall not affectpayment of any dividend, any increase or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other changedecrease in the Company’s capital structurenumber of shares of stock of any class or its business, any dissolution, liquidation, merger, or consolidation of the Company any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks the rights of which are superior to or affect the Common Stock or the rights thereof or that are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate actcorporation. Except as expressly provided in the Plan or proceeding, whetherpursuant to action of a similar character or otherwise. (j) In the eventCommittee under the Plan, no issuance by the Company of shares of stock of any pendingclass, or securities convertible into shares of stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends)any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Company assetsShares subject to stockholders, or any other change affectingoutstanding rights under the SharesPlan or the share price of the Common Stock includingPurchase Price with respect to any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.outstanding rights.            13.321.5 ApprovalThe foregoing adjustments and the manner of Plan by Stockholders. The Planapplication of the foregoing provisions shall be submitteddetermined by the Committee in its sole discretion. Any such adjustment shall provide for the elimination of any fractional share that might otherwise become subject to an option. Article 22. Amendment of the Plan 22.1 The Board of Directors may, without the consent of the Participants, amend the Plan at any time, provided that no such action shall adversely affect options theretofore granted hereunder, and provided that no such action by the Board of Directors, without approval of the Company’s stockholders, within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval;provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the Company’s stockholders; andprovided,further, that if such approval has not been obtained at the end of said twelve (12) month period, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.may:            13.4 No Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares. 13.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system. 13.6 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association. 13.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law. 13.8 Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto. 13.9 Governing Law. The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction. 13.10 Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a 2017 Proxy Statement      73 Table of Contents Appendix A Holder’s Termination(a) increase the total number, or change the type, of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Terminationshares of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the Holder’s Termination of Service, and (ii) the date of the Holder’s death. To the extent applicable, the Plan, any Program and any Award Agreements shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the eventCommon Stock that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations or warrantiespurchased by all Participants, except as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 13.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Holder or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A. contemplated inArticle 21;                       13.11 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary. 13.12 Indemnification. To(b) change the extent permitted under Applicable Law andcorporations or classes of corporations the Organizational Documents, each memberemployees of the Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upongranted rights under the Plan; or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 13.13 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. 13.14 Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries. 74      Cognizant Technology Solutions Corporation Table of Contents Appendix A COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 2017 INCENTIVE AWARD PLAN SUB-PLAN FOR UK PARTICIPANTS 1. PURPOSE Pursuant to the powers granted by the Administrator in Section 4.5(d) of the Cognizant Technology Solutions 2017 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”), the Administrator has adopted this UK Sub-Plan (the “Sub-Plan”). The purpose of the Sub-Plan is to promote the success and enhance the value of Cognizant Technology Solutions Corporation (the “Company”) by linking the individual interests of the Employees to those of Company stockholders and by providing the Employees with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Employees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. The Sub-Plan forms the rules of the employee share scheme applicable to the United Kingdom based Employees of the Company and any Subsidiaries. All Awards granted to Employees of the Company or any Subsidiaries who are based in the United Kingdom will be granted on similar terms. Other service providers who are not Employees (such as Consultants or Non-Employee Directors) are not eligible to receive Awards and become participants pursuant to this Sub-Plan. 2. DEFINITIONS AND CONSTRUCTION Capitalized terms used in the Sub-Plan which are not defined herein shall have the meaning given in the Plan, and where the context requires any references to the “Plan” in those definitions shall be a reference to the Sub-Plan. The singular pronoun shall include the plural where the context so indicates. The defined terms set out in Article 2 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that wherever the following terms are: (i) used in the Sub-Plan or (ii) used in the Plan but apply to Awards made under the Sub-Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. a) “Eligible Individual” shall be interpreted as referring only to Employees; b) “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6 and all Options granted to Employees based in the United Kingdom will be Non-Qualified Stock Options; and c) “Termination of Service” shall be interpreted as referring only to the date the participant ceases to be an Employee in accordance with 2.56 (c) of the Plan when that phrase in the Plan is used in the context of the Sub-Plan and Awards granted to Employees based in the United Kingdom. 3. SHARES SUBJECT TO THE PLAN The aggregate number of Shares which may be issued or transferred pursuant to Awards under the Sub-Plan, when taken together with the number of which may be issued or transferred pursuant to Awards under the Plan or any other sub-plan shall not exceed the limit specified by Section 3 of the Plan, as amended from time to time. The provisions of Article 3 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that the following words in Section 3.1(b) shall be omitted: “Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.” 4. GRANTING OF AWARDS The provisions of Article 4 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that: a) In Section 4.1, the following words shall be omitted:   “Except for(c) change the Plan in any Non-Employee Director’s rightmanner that would cause the Plan to Awards that mayno longer be required pursuant toan “employee stock purchase plan” within the Non-Employee Director Equity Compensation Policy as described in Section 4.6” b) In Section 4.2, the following words shall be omitted: “Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisionsmeaning of Section 422423(b) of the Code”. c) Section 4.4 shall be replaced with the following: “Terms of Employment Nothing in the Sub-Plan or any Program or Award Agreement hereunder shall confer upon any Holder any right to continue in the employment of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and any Subsidiary, which rights are expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any Subsidiary.” d) Section 4.6 “Non-Employee Director Awards” shall be omitted from the Sub-Plan. 5. PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION The provisions of Article 5 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan. 6. GRANTING OF OPTIONS AND STOCK APPRECIATION RIGHTS The provisions of Article 6 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that Article 6.2 “Qualification of Incentive Stock Options” and the provisions in Article 6.3 and 6.4 detailing specific requirements for Incentive Stock Options shall be omitted. 7. EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS The provisions of Article 7 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that Article 7.4 shall be omitted. 8. AWARD OF RESTRICTED STOCK The provisions of Article 8 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that Article 8.5 shall be replaced with the following: “If requested by the Company the Holder will (on or within 14 days of) acquiring the Restricted Stock, join with his or her employer in electing, pursuant to Section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) that, for the relevant tax purposes, the market value of the Restricted Stock acquired will be calculated as if the Shares were not restricted and Sections 425 to 430 (inclusive) of ITEPA are not to apply to such Shares. 2017 Proxy Statement      75 Table of Contents Appendix A 9.       AWARD OF RESTRICTED STOCK UNITSCode. The provisionsArticle 23. International Participants With respect to Eligible Employees who reside or work outside the United States of Article 9 ofAmerica, the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that Section 9.6 shall be replaced with the following: “Payment upon Termination of Service. An Award of Restricted Stock Units shall only be payable while the Holder is an Employee;provided,however, that the Administrator,Committee may, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service.” 10.     AWARD OF OTHER STOCK OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS The provisions of Article 10 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan. 11.     ADDITIONAL TERMS OF AWARDS The provisions of Article 11 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that: a) Article 11.2 shall be amended so that the word “taxes” when used in Article 11.2 shall include income tax, employee’s National Insurance contributions and (at the discretion of the Company) employer’s National Insurance contributions (any a “Tax Liability”) b) The following words shall be added at the end of Article 11.2: “The Holder will indemnify and keep indemnified the Company and his/her employing company, if different, from and against any liability for or obligation to pay any Tax Liability.” c) The provisions in Articles 11.3(b) and 11.7 relating specifically to Incentive Stock Options shall be omitted from the Sub-Plan. 12.     ADMINISTRATION The provisions of Article 12 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan; 13.     MISCELLANEOUS PROVISIONS The provisions of Article 13 of the Plan shall apply to this Sub-Plan as if references to the Plan are references to the Sub-Plan save that Article 13.10 shall only apply to Awards under the Sub-Plan to the extent subject to Section 409A. In the event of a conflict betweenamend the terms of the Sub-Plan and the Plan with respect to Awardssuch Eligible Employees in order to conform such terms with the requirements of local law, provided that such special terms may not be more favorable than the terms of rights granted under the Plan to Eligible Employees basedwho reside or work in the United KingdomStates of America. Article 24. Equal Rights and Privileges Subject toArticle 23, all Eligible Employees will have equal rights and privileges under this Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject toArticle 23, any provision of this Plan that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board of Directors or the Committee, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code. Article 25. Term of the Plan This Plan originally became effective as of the Effective Date, and was approved by the stockholders on May 26, 2004, and was thereafter amended and restated on April 1, 2013, and such amendment and restatement was approved by the stockholders on June 4, 2013. The Plan, as amended and restated effective February 27, 2018, became effective upon its adoption by the Board of Directors on such date, provided, however, that the increase in the number of shares of Common Stock reserved for issuance under the Sub-Plan,Plan from 28,000,000 shares to 40,000,000 shares shall become effective only if it is approved at the termsCompany’s 2018 Annual Meeting of Stockholders. The Plan shall continue in effect until all shares reserved for issuance pursuant toArticle 4 have been granted to Participants, unless terminated prior thereto pursuant toArticle 15 or21 hereof, or pursuant to the next succeeding sentence. The Board of Directors shall have the right to terminate the Plan at any time, effective as of the Sub-Plan will control.next succeeding Exercise Date. In the event of the termination of the Plan, outstanding options shall not be affected, except to the extent provided inArticle 15, and any remaining balance credited to the Account of each Participant as of the applicable Exercise Date shall be refunded to each such Participant. 76      Cognizant Technology Solutions Corporation 2018 Proxy Statement  73 Table of Contents [This page intentionally left blank.] 2017 Proxy Statement      77 Table of Contents HELPFUL RESOURCES INDEX OF TERMSIndex of Terms Term           Meaning 1999 Plan Amended and Restated 1999 Incentive Compensation Plan 2004 ESPP Amended and Restated 2004 Employee Stock Purchase Plan 2009 Plan 2009 Incentive Compensation Plan 20112017 Annual Meeting 2011 Annual Meeting of Stockholders of the Company 2016 Annual Report Company’s Annual Report to Stockholders for Year Ended December 31, 20162017 2017 Annual Meeting 2017 Annual Meeting of Stockholders of the Company 2017 Plan 2017 Incentive Award Plan 2018 Annual MeetingACI 2018 Annual Meeting of Stockholderscash incentive Amended and Restated ESPP Amendment and Restatement of the CompanyESPP as proposed in Proposal 4 and attached as Appendix A to this proxy statement Annual Meeting Annual Meeting of Stockholders of the Company to be held on June 6, 20175, 2018 Board Board of Directors of the Company By-laws Company’s Amended and Restated By-laws CEO Chief Executive Officer Certificate of Incorporation Company’s Restated Certificate of Incorporation CFO Chief Financial Officer COO Chief Operating Officer Chairman Chairman of the Board Cognizant Cognizant Technology Solutions Corporation Company Cognizant Technology Solutions Corporation CSRP Cognizant Technology Solutions Supplemental Retirement Plan Directors Directors of the Company Dodd-Frank Act Dodd-Frank Wall Street Reform and Consumer Protection Act DSO Days Sales Outstanding Employment Agreements Amended and Restated Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreements ESPP 2004 Employee Stock Purchase Plan, as amended and restated in 2013 Exchange Act Securities Exchange Act of 1934 FASB ASC Financial Accounting Standards Board Accounting Standards Codification GAAP U.S. Generally Accepted Accounting Principles Governance Committee Nominating and Corporate Governance Committee Internet Notice Notice of Internet Availability of Proxy Materials IRC U.S. Internal Revenue Code IRS U.S. Internal Revenue Service NEOs The Company’s CEO (Mr. D’Souza) and CFO (Ms. McLoughlin), and each of the Company’s three other most highly compensated executive officers (Mr. Mehta, Mr. Chintamaneni and Mr. Sinha), and Mr. Coburn, who would have been one of the Company’s three most highly compensated executive officers for 2016 had he not resigned as the Company’s President on September 27, 2016Friedrich) NASDAQNasdaq The NASDAQNasdaq Stock Market LLC non-GAAP EPS Non-GAAP diluted earnings per share (see “Non-GAAP Financial Measures and Forward-Looking Statements”) non-GAAP Income from Operations Non-GAAP income from operations (see “Non-GAAP Financial Measures and Forward-Looking Statements”) non-GAAP Operating Margin Non-GAAP operating margin (see “Non-GAAP Financial Measures and Forward-Looking Statements”) non-employee Directors Directors who are not employees of the Company or any of its subsidiaries Pay Governance Pay Governance, LLC, independent compensation consultant to the Compensation Committee PSUs Restricted stock units with performance- and time-based vesting requirements PwC PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm Record Date April 10, 2017,9, 2018, the record date for the Annual Meeting Reporting Persons Directors, executive officers and stockholders who beneficially own more than 10% of any class of the Company’s equity securities registered pursuant to Section 12 of the Exchange Act RSUs Restricted stock units with time-based vesting requirements Rule 14a-8 Rule 14a-8 under the Exchange Act SEC U.S. Securities and Exchange Commission 78     Tax Reform Act Cognizant Technology Solutions Corporation U.S. Tax Cuts and Jobs Act of 2017 74  Cognizant Technology Solutions Corporation Table of Contents Weblinks Weblinks Board of Directors       Cognizant Board https://www.cognizant.com/company-overview/board-of-directors Board Committee Charters Audit Committee https://www.cognizant.com/about-cognizant-resources/AuditCommitteeCharter.pdfaudit-committee-charter.pdf Compensation Committee https://www.cognizant.com/about-cognizant-resources/CompensationCommitteeCharter.pdf Financial Policy Committee https://www.cognizant.com/about-cognizant-resources/financial-policy-committee-charter.pdf Governance Committee https://www.cognizant.com/about-cognizant-resources/CorporateGovernanceCommitteeCharter.pdf Financial Reporting Annual Report http://investors.cognizant.com/#annual-report Cognizant Corporate websiteWebsite https://www.cognizant.com/ Leaders https://www.cognizant.com/company-overview/executive-leadership Investor Relations http://investors.cognizant.com/ Governance Documents By-laws https://www.cognizant.com/about-cognizant-resources/by-laws.pdf Certificate of Incorporation https://www.cognizant.com/about-cognizant-resources/certificate-of-incorporation.pdf Code of Ethics https://www.cognizant.com/codeofethics.pdf Corporate Governance Guidelines https://www.cognizant.com/about-cognizant-resources/CorporateGovernanceGuidelines.pdf Weblinksare provided for convenience only and the content on the referenced websites does not constitute a part of this proxy statement. Contacts Company Contacts Board Fax: 201-801-0243 corporategovernance@cognizant.com Secretary Corporate Secretary Fax: 201-801-0243 corporategovernance@cognizant.com General Counsel Fax: 201-801-0243 generalcounsel@cognizant.com Chief Compliance Officer Fax: 201-801-0243 chiefcomplianceofficer@cognizant.com …or mail to our principal executive offices, attention to the applicable contact Our Principal Executive Offices Cognizant Technology Solutions GlenpointGlenpointe Centre West 500 Frank W. Burr Blvd. Teaneck, New Jersey 07666 To Request Copies of the Internet Notice or Proxy Materials Broadridge Financial Solutions, Inc. (Tabulator/Inspector of Election) Broadridge Householding Department 51 Mercedes Way Edgewood, New York 11717 Phone: 800-542-1061866-540-7095 For Questions or Assistance Voting Innisfree M&A Incorporated (Proxy Solicitor for the Company) Stockholders call toll-free: 888-750-5834 Banks and brokers call collect: 212-750-5833 Table of Contents World Headquarters 500 Frank W. Burr Blvd. Teaneck, NJ 07666 USA www.cognizant.com Table of Contents COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION GLENPOINTE CENTRE WEST 500 FRANK W. BURR BLVD. TEANECK, NJ 07666     VOTE BY INTERNET -www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E27397-P90194 E44242-P05374      KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION The Board of Directors recommends you vote FOR each of the nominees:   1. 1. Election of Directors to serve until the 2019 Annual Meeting of Stockholders. Nominees For Against Abstain 1a. Zein Abdalla ☐  ☐  ☐ 1b. Betsy S. Atkins ☐  ☐  ☐ 1c. Maureen Breakiron-Evans ☐  ☐  ☐ 1d. Jonathan Chadwick ☐  ☐  ☐ 1e. John M. Dineen ☐  ☐  ☐ 1f. Francisco D'Souza ☐  ☐  ☐ 1g. John N. Fox, Jr. ☐  ☐  ☐ 1h. John E. Klein ☐  ☐  ☐ 1i. Leo S. Mackay, Jr. ☐  ☐  ☐ 1j. Michael Patsalos-Fox ☐  ☐  ☐ 1k. Robert E. Weissman ☐  ☐  ☐ The Board of Directors recommends you vote FOR proposal 2. For Against Abstain 2. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. ☐ ☐ ☐ The Board of Directors recommends you vote 1 YEAR on proposal 3. 1 Year 2 Years 3 Years Abstain 3. Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. ☐ ☐ ☐ ☐ The Board of Directors recommends you vote FOR proposals 4, 5 and 6. For Against Abstain 4. Approval of the Company's 2017 Incentive Award Plan. ☐ ☐ ☐ 5. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017. ☐ ☐ ☐ 6. Stockholder proposal requesting that the Board of Directors take the steps necessary to eliminate the supermajority voting provisions of the Company's Certificate of Incorporation and By-laws. ☐ ☐ ☐ The Board of Directors recommends you vote AGAINST proposal 7. For Against Abstain 7. Stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent.1a.   Zein Abdalla ☐ ☐ ☐ Note:1b.To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof. Betsy S. Atkins ☐ ☐ ☐ 1c. Maureen Breakiron-Evans ☐ ☐ ☐ 1d. Jonathan Chadwick ☐ ☐ ☐ 1e. John M. Dineen ☐ ☐ ☐ 1f. Francisco D'Souza ☐ ☐ ☐ 1g. John N. Fox, Jr. ☐ ☐ ☐ 1h. John E. Klein ☐ ☐ ☐ 1i. Leo S. Mackay, Jr. ☐ ☐ ☐ 1j. Michael Patsalos-Fox ☐ ☐ ☐ 1k. Joseph M. Velli ☐ ☐ ☐ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.   The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5a, 5b and 5c. For Against Abstain 2. Approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers. ☐ ☐ ☐ 3. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018. ☐ ☐ ☐ 4. Approve an amendment and restatement of the Company's 2004 Employee Stock Purchase Plan. ☐ ☐ ☐ 5. Approve three separate proposals to eliminate the supermajority voting requirements in the Company's Certificate of Incorporation  with respect to: 5a.   Amending the Company's By-laws; ☐ ☐ ☐ 5b. Removing directors; and ☐ ☐ ☐ 5c. Amending certain provisions of the Company's Certificate of Incorporation. ☐ ☐ ☐ The Board of Directors recommends you vote AGAINST proposals 6 and 7. For Against Abstain 6. Stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent. ☐ ☐ ☐ 7. Stockholder proposal requesting that the Board of Directors take the steps necessary to lower the ownership threshold for stockholders to call a special meeting. ☐ ☐ ☐ Note:To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof. Signature [PLEASE SIGN WITHIN BOX] Date Date   Signature (Joint Owners) Date Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E27398-P90194E44243-P05374 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS OF COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION CLASS A COMMON STOCK JUNE 6, 20175, 2018 Please date, sign and mail your proxy card in the envelope provided as soon as possible. The undersigned stockholder(s) of Cognizant Technology Solutions Corporation hereby appoint(s) Karen McLoughlin, Chief Financial Officer of the Company, Robert Telesmanic, Senior Vice President, Controller and Chief Accounting Officer of the Company, and Harry Demas, Vice President, Assistant General Counsel and Assistant Secretary of the Company, as proxies, with full power of substitution, to vote all shares of the Company's Class A Common Stock which the undersigned stockholder(s) is/are entitled to vote at the Company's 20172018 Annual Meeting of Stockholders or any postponement, continuation or adjournment thereof. This proxy will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. The proxies are further authorized to vote in their discretion (1) for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (2) on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made, and (3) on such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof. Continued and to be signed on reverse side