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): September 7, 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 7.01. Regulation FD Disclosure.
Cognizant Technology Solutions Corporation (the “Company”) has entered into a settlement agreement that, subject to the approval of the United States District Court for the District of New Jersey, would resolve the previously disclosed consolidated putative securities class action complaint against the Company and certain former officers of the Company. In the consolidated putative securities class action complaint filed on behalf of a putative class of persons and entities who purchased our common stock during the period between February 27, 2015 and September 29, 2016, the lead plaintiffs alleged violations of the Exchange Act, based on allegedly false or misleading statements related to potential violations of the Foreign Corrupt Practices Act, our business, prospects and operations, and the effectiveness of our internal controls over financial reporting and our disclosure controls and procedures. The settlement agreement, which was filed by the parties with the court on September 7, 2021, provides for a payment of $95 million to the putative class (inclusive of attorneys’ fees and litigation expenses). A substantial majority of the settlement payment will be covered by the Company’s insurers under the applicable directors and officers insurance policies, after which there will be no amounts remaining available to the Company under the policies applicable to this matter and the Company’s ongoing indemnification and advancement obligations with respect to certain former officers of the Company. The Company and the other defendants are entering into the settlement agreement to eliminate the uncertainty, burden, and expense of further protracted litigation. The Company and the other defendants expressly deny that the plaintiffs in the securities class action have asserted any valid claims as to any of them.
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: September 7, 2021