UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 28, 2021
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-24429 | 13-3728359 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
300 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
(Address of Principal Executive Offices including Zip Code)
(201) 801-0233
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Class A Common Stock, $0.01 par value per share | CTSH | The Nasdaq Stock Market LLC | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2021, Malcolm Frank, Executive Vice President and President, Digital Business & Technology, notified Cognizant Technology Solutions Corporation (the “Company”) of his intent to retire, effective September 1, 2021. Rajesh Nambiar, Executive Vice President and Chairman, Cognizant India, has been appointed President, Digital Business & Technology effective June 4, 2021, succeeding Mr. Frank in such role while continuing in the role of Chairman, Cognizant India. Mr. Frank ceased to be an executive officer as of June 4, 2021, but will remain an employee through his retirement date of September 1, 2021 to assist with the transition. In accordance with the terms of the Company’s Retirement, Death and Disability Policy, Mr. Frank will be eligible to receive continued vesting of outstanding equity and a pro-rated portion of his 2021 annual cash incentive, if the applicable performance goals are attained, in connection with his retirement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders (the “Annual Meeting”) on Tuesday, June 1, 2021. At the close of business on April 5, 2021, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 528,532,227 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 475,987,757 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 90% of the Company’s outstanding shares of Class A Common Stock as of the Record Date.
The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2021.
At the Annual Meeting, all of the directors were re-elected, Proposals 2 and 3 were approved and Proposal 4 was not approved.
Proposal 1. Election of Directors
The vote with respect to the election of directors was as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Zein Abdalla | 445,129,085 | 4,485,768 | 209,188 | 26,163,716 | |||||||||||||||||||
| Vinita Bali | 440,637,940 | 8,992,233 | 193,868 | 26,163,716 | |||||||||||||||||||
| Maureen Breakiron-Evans | 437,157,736 | 12,462,158 | 204,147 | 26,163,716 | |||||||||||||||||||
| Archana Deskus | 441,944,086 | 7,671,032 | 208,923 | 26,163,716 | |||||||||||||||||||
| John M. Dineen | 447,281,909 | 2,330,985 | 211,147 | 26,163,716 | |||||||||||||||||||
| Brian Humphries | 449,250,382 | 368,120 | 205,539 | 26,163,716 | |||||||||||||||||||
| Leo S. Mackay, Jr. | 434,364,889 | 15,256,113 | 203,039 | 26,163,716 | |||||||||||||||||||
| Michael Patsalos-Fox | 418,668,299 | 30,939,220 | 216,522 | 26,163,716 | |||||||||||||||||||
| Joseph M. Velli | 438,027,964 | 11,589,634 | 206,443 | 26,163,716 | |||||||||||||||||||
| Sandra S. Wijnberg | 445,687,380 | 3,928,885 | 207,776 | 26,163,716 | |||||||||||||||||||
Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay)
The advisory vote on the compensation of the Company’s named executive officers was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 412,250,582 | 36,779,991 | 793,468 | 26,163,716 | |||||||||||||||||
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 445,909,301 | 29,914,258 | 164,198 | - | |||||||||||||||||
Proposal 4. Shareholder Proposal Regarding Shareholder Action by Written Consent
The vote with respect to the shareholder proposal requesting that the board of directors take action as necessary to permit shareholder action by written consent was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 82,027,242 | 366,575,351 | 1,221,448 | 26,163,716 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION | |||||
| By: | /s/ John Kim | ||||
| Name: | John Kim | ||||
| Title: | Executive Vice President, General Counsel and Chief Corporate Affairs Officer | ||||
Date: June 4, 2021