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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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 (Amendment No. )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Cognizant Technology Solutions Corp.

(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

GLENPOINTE CENTRE WEST 500 FRANK W. BURR BLVD. TEANECK, NEW JERSEY 07666

April 17, 2014

To Our Stockholders:

You are most cordially invited to attend the 2014 Annual Meeting of Stockholders of Cognizant Technology Solutions Corporation at 9:30 a.m. local time, on Tuesday, June 3, 2014, at our headquarters, Glenpointe Centre West, 500 Frank W. Burr Blvd., Teaneck, New Jersey 07666.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Thank you for your continued support.

Sincerely,

Francisco D’Souza

Chief Executive Officer

The Board’s Role and ResponsibilitiesTable of Contents

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The Cognizant Cultural Values

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LETTER FROM THE CHAIRMAN AND CEO

B-1

April 20, 2017

Notice ofTo Our Stockholders:

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

There have been a number of developments with the Company since our last annual meeting that we would like to highlight for you. In terms of financials, we completed 2016 with revenue at a record $13.5 billion (8.6% higher than 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 billion in the U.S. Our non-GAAP diluted earnings per share increased by 10.4% 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 Be Held Tuesday, June 3, 2014address these seismic changes, we realigned the Company’s horizontal teams in the second half 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 and further enhance stockholder value. Key elements of 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 many years of service and strategic counsel and their roles in helping make Cognizant the leader it is today.

We hope 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 Meeting and Proxy Statement. These materials 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

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To Our Stockholders:

GLENPOINTE CENTRE WEST 500 FRANK W. BURR BLVD. TEANECK, NEW JERSEY 07666

TheYou are invited to attend the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION, a Delaware corporation (theCognizant Technology Solutions Corporation (“Cognizant” or the “Company”), will be held at our headquarters, Glenpointe Centre West, 500 Frank W. Burr Blvd., Teaneck, New Jersey on Tuesday, June 3, 2014, at 9:30 a.m. local time, for. This notice includes important information about the following purposes:meeting.

AGENDA

1.			To elect 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. Weissman as Class II Directors to serve until the 20152018 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;Stockholders. See page 10.
		To approve the First Amendment to the Company’s 2009 Incentive Compensation Plan; The Board recommends a voteFOR each Director nominee.
2.			To approve, Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers;officers. See page 22.
		The Board recommends a voteFOR this proposal.
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.
To ratify4.	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 ourthe Company’s independent registered public accounting firm for the year ending December 31, 2014; and2017. See page 47.
		The Board recommends a voteFOR this proposal.
6.	Consider a 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, if properly presented at the Annual Meeting. See page 50.
		The Board recommends a voteFOR this proposal.
To7.	Consider a stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent, if properly presented at the Annual Meeting. See page 51.
		The Board recommends a voteAGAINSTthis proposal.

Stockholders also will transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

Holders of record of our Class A Common Stock as of the close of business on April 7, 2014 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at Glenpointe Centre West, 500 Frank W. Burr Blvd., Teaneck, New Jersey 07666 for a period of ten days prior to the Annual Meeting and on the day of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors,

Harry Demas

Steven Schwartz

Assistant Corporate Secretary

Teaneck, New Jersey
April 20, 2017

LOGISTICS

HOW TO VOTE Your vote is very important. You may vote using any one of the following methods:
		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” on page 55.
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.

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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.

VOTING ROADMAP

	PROPOSAL 1
	●Elect the 11 Director nominees named below to serve as Directors until the 2018 Annual Meeting.
	●Our nominees are experienced professionals who have the right mix of skills, qualifications and business acumen to lead the Company.		See page 10 for further information
	The Board recommends a voteFOR each Director nominee named below.

Director Nominees

				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				Committee Chair
CC		Compensation Committee		●		Committee Member
GC		Governance Committee				AC Financial Expert

2017 Proxy Statement     1

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Proxy Statement Summary

Board Snapshot

Director Nominee Experience

11 (100%) Leadership		11 (100%) Global Business Experience		4 (36%) Consulting
10(91%) Technology		10(91%) Financial		10(91%) Operational

Cognizant Policy:Create an experienced Board with expertise in areas relevant to the Company.

Director Nominee Tenure

Cognizant Policy:Have a balanced mix of both deep Company and industry knowledge and fresh perspective.

Strong Director Engagement

Overall attendance at 2016 meetings

Board Refreshment

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

	●	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
	●	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

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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.

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
●	Reinforce our desired culture and unique corporate environment by fostering a sense of ownership, urgency and overall entrepreneurial spirit.

2017 Proxy Statement

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Proxy Statement Summary

2016 Compensation Structure

■		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
		Revenue		1 year		85% of base salary
				Payout Range
		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

Weighting1				Measurement Period		Vesting
		Revenue		2 years		1/3rd at 30 months
				Vesting Range		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 grants of restricted stock units to reward continued service and long-term performance of our common stock

VestingQuarterly over 3 years

Q4 2016 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 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 present the intended target total direct compensation in a more meaningful manner, the RSU percentages shown for 2016 include the value of the RSU grants made to such executives in the first quarter of 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

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Proxy Statement Summary

2016 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 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 to the performance targets for the annual cash incentives and PSUs with performance measurement periods corresponding to 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)

Annual Cash Incentive	PSUs1

Strong, consistent revenue growth  8.6% Year-over-year revenue growth (2015 to 2016)

Compensation Impacts

●	Significant weighting in both performance-based compensation elements
●	Aggressive targets have helped drive revenue growth

For 2017 awards: Revenue reduced to 50% weighting for PSUs to reflect increased Company focus on non-GAAP Operating Margin.

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.

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Proxy Statement Summary

Profitability

Non-GAAP Operating Margin¹

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
(in millions)

Annual Cash Incentive

Non-GAAP Diluted Earnings Per Share (EPS)¹

PSUs3

Non-GAAP Income from Operations	Non-GAAP EPS
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

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Proxy Statement Summary

Cash Flow

Days Sales Outstanding (DSO)

Annual Cash Incentive

Consistent DSO year-to-year

Collection of receivables from customers has remained steady over the past three years.

Compensation Impact

●	Target established to ensure management is incentivized to maintain collection of receivables at a healthy level for the business

Stockholder Return

5-Year Cumulative Total Stockholder Return¹

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

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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

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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

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	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.

Zein Abdalla
Independent Retired President of PepsiCo, Inc.		Director Since2015 Age58 BirthplaceSudan		Committees ●Audit ●Governance		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 ●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
Independent CEO and Founder of Baja Corp.		Director Since2017 Age63 BirthplaceUnited States		Committees ●None		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 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 ●B.A., University of Massachusetts, Amherst

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Maureen Breakiron-Evans
Independent 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
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
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

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Francisco D’Souza
CEO of Cognizant		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.
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
		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

John E. Klein
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

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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
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
		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

Robert E. Weissman
Independent Chairman of Shelburne Investments and Retired Chairman and CEO of The Dun & Bradstreet Corporation		Director Since2001 Age76 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

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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

Board Member Independence

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 NASDAQ Stock Market LLC (“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.

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 this proxy statement. Ms. Atkins and Mr. Dineen were each identified with the assistance of a third party search firm, and Ms. Atkins was approved by Elliott.

Director Selection

The Governance Committee strives to maintain an engaged, independent Board 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 slate 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 business 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 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.

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The Governance Committee’s Director candidate selection includes the following considerations:

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.

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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 director 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.

How Stockholders Can Propose Director Candidates

Recommendations to Governance 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.

Nominations by Proxy Access. 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.

THE BOARD’S ROLE AND RESPONSIBILITIES

Our business faces various risks, including strategic, financial, legal, regulatory, operational, accounting, 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:

In carrying out its oversight responsibilities,the entire Board:

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We believe that our approach to risk oversight optimizes our ability to assess inter-relationships among the various risks we face, 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 ourstructure allows our independent Directors, through our three fully independent Board committees, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

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 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.

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.

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.

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COMMITTEES OF THE BOARD

The Board has three standing committees-the Audit Committee, Compensation Committee and Governance Committee-each of which operates under a charter that has been approved by the Board. See “Helpful Resources” on page 78.