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): June 4, 2024
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 of this Current Report on Form 8-K, at the annual meeting of shareholders (the “Annual Meeting”) of Cognizant Technology Solutions Corporation (the “Company”) held on June 4, 2024, shareholders approved an amendment and restatement of the Company’s Restated Certificate of Incorporation (as so amended and restated, the “Amended and Restated Certificate of Incorporation”) to limit the liability of certain officers of the Company as permitted by Delaware law, to remove or revise obsolete provisions relating to the classification of the Board and make other technical and administrative revisions.
The Amended and Restated Certificate of Incorporation became effective immediately upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 4, 2024.
The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on Tuesday, June 4, 2024. At the close of business on April 8, 2024, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 497,198,884 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 458,719,479 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 92% of the Company’s outstanding shares of Class A Common Stock as of the Record Date.
The following are the voting results on the five 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 23, 2024.
At the Annual Meeting, all of the directors were re-elected, Proposals 2, 3 and 4 were approved and Proposal 5 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 | 363,012,429 | 63,549,316 | 492,403 | 31,665,331 | |||||||||||||||||||
| Vinita Bali | 408,071,851 | 18,810,130 | 172,167 | 31,665,331 | |||||||||||||||||||
| Eric Branderiz | 424,323,428 | 2,553,349 | 177,371 | 31,665,331 | |||||||||||||||||||
| Archana Deskus | 419,852,637 | 7,030,988 | 170,523 | 31,665,331 | |||||||||||||||||||
| John M. Dineen | 425,186,117 | 1,681,690 | 186,341 | 31,665,331 | |||||||||||||||||||
| Ravi Kumar S | 425,263,420 | 1,626,700 | 164,028 | 31,665,331 | |||||||||||||||||||
| Leo S. Mackay, Jr. | 376,152,413 | 50,724,378 | 177,357 | 31,665,331 | |||||||||||||||||||
| Michael Patsalos-Fox | 410,421,662 | 16,466,072 | 166,414 | 31,665,331 | |||||||||||||||||||
| Stephen J. Rohleder | 407,939,130 | 18,945,400 | 169,618 | 31,665,331 | |||||||||||||||||||
| Abraham Schot | 408,114,845 | 18,756,430 | 182,873 | 31,665,331 | |||||||||||||||||||
| Joseph M. Velli | 419,349,217 | 7,521,449 | 183,482 | 31,665,331 | |||||||||||||||||||
| Sandra S. Wijnberg | 411,297,294 | 15,580,637 | 176,217 | 31,665,331 | |||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 393,682,093 | 33,132,503 | 239,552 | 31,665,331 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proposal 3. Adoption of the Company’s Amended and Restated Certificate of Incorporation
The vote with respect to the adoption of the Company’s Amended and Restated Certificate of Incorporation was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 363,414,827 | 63,311,688 | 327,633 | 31,665,331 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proposal 4. 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, 2024 was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 422,656,358 | 35,898,145 | 164,976 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proposal 5. Shareholder Proposal Regarding Fair Treatment of Shareholder Nominees
The vote with respect to the shareholder proposal regarding fair treatment of shareholder nominees, requesting that the Board adopt and disclose a policy relating to treating shareholders’ Board nominees equitably and avoiding certain requirements on such nominations, was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6,426,249 | 418,486,401 | 2,141,498 | 31,665,331 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION | |||||
| By: | /s/ John Kim | ||||
| Name: | John Kim | ||||
| Title: | Executive Vice President, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary | ||||
Date: June 7, 2024