About Cognizant

Meeting notice and voting roadmap

Adoption of the company’s Amended and Restated Certificate of Incorporation

Audit matters

Shareholder proposal

Additional information

Appendix A

Helpful resources

Proxy statement guide

Corporate governance

Compensation (Say-on-pay)

Compensation discussion and evaluate what actions, if any, may be appropriate to address those concerns.analysis (CD&A)

Compensation discussion and evaluate what actions, if any, may be appropriate to address those concerns.
analysis (CD&A)

Independent auditor

Auditor fees

Audit Committee report

Shareholder proposal for the 2024 annual meeting

Shareholder proposals and nominees for the 2025 annual meeting

Proxy statement and proxy solicitation

Annual meeting Q&A

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 stockCognizant’s Annual Report 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.
Form 10-K

Forward-looking statements and non-GAAP financial measures

Reconciliation to GAAP financial measures

Summary of Proposed AmendmentAmended and
The Restated Certificate of Incorporation currently provides that certain matters may be approved by stockholders only by the affirmative vote of at 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 bylaws (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 eliminate 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 won the 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.
52 Cognizant Technology Solutions Corporation

Links

Contacts

To our shareholders

2023 Company snapshot

Our financial results

Governance Highlights

Board composition and refreshment

Board qualifications

Director nominees

Board engagement activities

Sustainable outcomes

Share ownership

Delinquent Section 16(a) reports

Related person transactions

Director compensation

Table of Contents
Executive Compensation Tables and Pay Ratiocompensation tables

Proposal 1: Election of 12 directors

Relationship Between Compensation Actually Paid and Performance

Financial Performance Measures

Proposal 3: Adoption of the company’s Amended and Restated Certificate of Incorporation

Proposal 4: Ratification of appointment of independent registered public accounting firm

Review and Engagement Processengagement

Annual meeting attendance

Pre-approval policy and the rules of The Nasdaq Stock Market LLC. The Audit Committee held 11 meetings during 2017.
procedures

Proposal 5: Fair treatment of shareholder nominees

About this proxy statement and the annual meeting

Notice of internet availability of proxy materials

Printed copies of our proxy materials and householding

Solicitation of proxies

Communications to the Board from shareholders

Questions and answers about the 2023 annual meeting

Forward-looking statements

Non-GAAP financial measures

Proposal 1: Election of 12 directors

Proposal 2: Advisory vote to approve executive compensation (say-on-pay)

Director Nominee ExperienceProposal 3: Adoption of the company’s Amended and Restated Certificate of Incorporation

Proposal 4: Ratification of appointment of independent registered public accounting firm

Proposal 5: Shareholder proposal

Annual shareholder vote to elect directors

Assess Board composition and refreshment

Identify, evaluate and appoint director candidates

Chair and committee appointments

Annual Board self-evaluation

Annual Board nomination of directors for annual meeting

Proxy access - shareholder nominations of directors for annual meeting

Shareholder engagement

Shareholder proposals at annual meeting

Employee engagement and global delivery operations review

Keeping up-to-date with trends and legal developments

Supporting our people

Running a business with sustainable value

Investing in our communities through strategic philanthropy

Cognizant Outreach and employee engagement

Common stock and total stock-based holdings table

Discussion and analysis

Director compensation vs. peer group

Deferral of restricted stock units

Director compensation table

Common Stock.Proposal 2:This column shows beneficial ownership Advisory vote to approve executive compensation (say-on-pay)

Compensation program objectives

Compensation setting process

Primary compensation elements

Base salary

Annual cash incentive (ACI)

Restricted stock units (RSUs)

Performance stock units (PSUs)

Performance-based compensation – key performance metrics

Performance-based compensation – performance betweenby award

Pre-approval policy and the rules of The Nasdaq Stock Market LLC. The Audit Committee held 11 meetings during 2017.
procedures

What are you voting on?

Purpose and effect of the Exculpation Amendment

Removal of Potential Paymentsobsolete provisions and other technical and administrative updates

Legal effectiveness of the Proposed Restated Certificate

Who is entitled to vote at the annual meeting?

What is the difference between being a “record holder” and holding shares in “street name”?

Am I entitled to vote if my shares are held in “street name”?

How many shares must be present to hold the annual meeting?

Who can attend the annual meeting live webcast?

How do I join the annual meeting live webcast?

What if a quorum is not present at the annual meeting?

Will there be a question and answer session during the annual meeting?

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

How do I vote by proxy?

Can I revoke my proxy or change my vote after I submit my proxy?

Where do I direct requests for materials mentioned in this proxy statement and how do I contact Cognizant’s Corporate Secretary?

Whom should I contact if I have questions or need assistance voting?

Who will count the votes?

What if I do not specify how my shares are to be voted?

What is an abstention and how will abstentions be treated?

Will my shares be voted if I do not provide my proxy?

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?

Where can I find the voting results of the factors described above,annual meeting of shareholders?

ARTICLE I

ARTICLE II

ARTICLE III

ARTICLE IV

ARTICLE V

ARTICLE VI

ARTICLE VII

ARTICLE VIII

ARTICLE IX

Article 5. Purchase PriceARTICLE X

ARTICLE XI

Majority voting standard

Search process and recommendations

Director attendance

Weighted average attendance of directors at 2023 meetings

Board diversity matrix (as of April , 2024)

Key governance practices

2023 Proposal – fair elections

2023 Proposal – shareholder ratification of termination pay

2024 Proposal, if properly presented at the meeting

Travel to India

1-on-1 meetings

NACD membership

Updates from advisors

Talent development

Board and Corporate Governance Informationmanagement oversight

Environmental impact and its stockholders. The guidelinessustainable business

Ethics and compliance

5% Beneficial Owners

2023 NEOs

Compensation consultant

Peer group review

Compensation design and target compensation levels for next year

Annual compensation evaluation and finalization of compensation

Determination of achievement of prior year performance for similar roles and levels. performance-based awards

Say-on-pay vote at annual meeting and shareholder engagement

There were 9 meetings of the Board during 2017. Each Director standing for election at the Annual Meeting attended at least 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 2017 Annual Meeting, Mr. D’Souza acted as Chairman and all but two of the 11 then current Directors attended (participating by teleconference).

The Company uses cash and stock-based compensation to attract and retain qualified individuals to serve on the Board. The Company sets compensation for Directors who are not our employees or the employees of any of our subsidiaries (“non-employee Directors”) taking 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.

For purposes of establishing non-employee Director compensation, the Compensation Committee engaged Pay Governance, LLC (“Pay Governance”), an independent executive compensation advisory firm, in 2017 to review all elements of non-employee Director compensation, benchmark such compensation in relation to other 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 and Market Data” on page 28.

The Compensation Committee considered the benchmarking data and recommendations of Pay Governance in setting the cash and stock-based compensation of non-employee Directors that became effective following the 2017 Annual Meeting.

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.

~~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.~~

~~All Directors are subject to the same insider trading policies of the Company that apply to employees that provide for:~~

~~See “Hedging, Short Sale, Margin Account and Pledging Prohibitions” on page 35 for additional information on these restrictions.~~

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, for 2017.

The following tables set forth certain information regarding the compensation of each of our Directors who served during 2017 and the aggregate number of stock awards and the aggregate number of stock options held by each of our Directors at December 31, 2017.

Running a business with sustainable value

Board and ~~Corporate Governance Information~~management oversight

~~Corporate Governance Policies~~Running a business in accordance with our stated ethics and ~~Practices~~

~~The~~company values starts with our Board ~~has adopted Corporate Governance Guidelines to assist it~~and management setting a cultural “tone at the top”. Our Board takes an active role in the ~~exercise~~oversight of ~~its duties~~our social and ~~responsibilities~~sustainability initiatives, ethics and compliance and risk management and how all these elements interact to impact our business. Our management promotes and monitors implementation of such initiatives and provides regular progress reports to the ~~Company~~Board.

Environmental impact and ~~its stockholders. The guidelines~~sustainable business

Our Governance Committee is responsible for overseeing our Sustainability program. We have continued to pursue platforms to enhance our Sustainability program to, among other things, set a greenhouse gas emissions reduction goal and provide more relevant Sustainability disclosures to our shareholders. In 2023, we published our annual Sustainability report incorporating what we consider the most applicable elements of key third-party Sustainability reporting frameworks, including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board standards (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) recommendations. We outlined the company’s approach to integrating Sustainability considerations into our business strategy while navigating an ever-changing world, including addressing our investment in and perspective on associate wellbeing and emissions reducing actions as well as physical climate risk. Learn more about our Sustainability platform at https://www.cognizant.com/us/en/about-cognizant/esg; information which appears on the website is not part of, and is not incorporated by reference into, this proxy statement.

In 2021, the company announced a ~~framework~~net zero emissions reduction goal and laid out a roadmap that calls for reducing absolute emissions by 50 percent from the company’s global operations and supply chain by 2030, and by 90 percent by 2040 with plans to offset any remaining, unavoidable emissions, in both the 2030 and 2040 goals, by using credibly certified carbon offsets. We continue to make progress on our 2030 and 2040 GHG emissions targets.

We believe third-party validation is a hallmark for the ~~conduct~~legitimacy of a company’s focus on an emissions reduction goal. Cognizant is currently utilizing the ~~Board’s business~~Science Based Targets Initiative (SBTi) as the outside reviewer of our goal and ~~are integral~~our near-term and long-term targets have both been validated by SBTi.

Ethics and compliance

Our commitment to ~~an effective corporate governance program. See “Helpful Resources” on page 74.~~clients, associates, investors and communities is to act with integrity at all times. This guides everything we do — the way we serve our clients and the work we do to help them build better businesses. We believe it is critical to maintain the highest ethical standards.

~~We have a Code of Ethics that~~ethics applies to all of our ~~Directors,~~directors, officers and ~~employees.~~employees and is available on our website. See “Helpful ~~Resources”~~resources” on page ~~74.~~103. We ~~will~~ post on our website all disclosures that are required by law or Nasdaq ~~listing standards~~rules concerning any amendments to, or waivers from, any provision of our ~~Code~~code of ~~Ethics.~~ethics. In order to foster a culture of ethics and compliance, we conduct annual trainings for associates on regulatory compliance topics such as global data privacy, anti-bribery and the prevention of discrimination and harassment. We also make a compliance hotline available to our employees. The hotline is serviced by a third-party provider that is available by phone or online 24 hours a day, 7 days a week to help ensure any compliance concerns can be reported and addressed in a timely and appropriate manner.

Investing in our communities through strategic philanthropy

At Cognizant, we care deeply about unlocking human potential and living out our purpose to improve everyday life. We know that our success depends on ~~Director Service~~delivering value to all our stakeholders. We contribute to the progress and prosperity of communities across the globe through our corporate foundations, philanthropic initiatives and associate volunteering efforts. We believe providing our associates with volunteer opportunities and encouraging volunteerism is an important part of our company’s culture as well as the value proposition of working at Cognizant, demonstrably helping to retain our talent. Building on ~~Other Public Company Boards~~our longstanding investments in corporate social responsibility, Cognizant supports initiatives to advance economic mobility, educational opportunity, diversity and inclusion, and health and well-being in communities around the world. Learn more about our work to support communities around the globe at https://www.cognizant.com/impact; information which appears on the website is not part of, and is not incorporated by reference into, this proxy statement.

Cognizant Outreach and employee engagement

At the heart of Cognizant’s volunteering program (which we call Outreach) lies our commitment to creating a positive and lasting influence that supports both business and society. Our volunteering focuses on two core themes: increasing inclusion in technology and using technology for good to increase community impact.

Digital expertise is vital across a growing spectrum of jobs. While companies have spent heavily on digital skilling, a technology talent gap remains in many communities and geographies – impacting our talent pipeline. At the same time, many of the non-governmental organizations designed to address the issues of underserved communities lack access to digital services and technical skills. Skilling and upskilling are key to both addressing our business needs and increasing prosperity in underserved communities where Cognizant and our clients do business. We believe Cognizant has an opportunity to lead in this space – especially in partnership with clients, which is why we launched our Synapse Initiative in 2023.

Our diverse associate community is working together to help transform the companies that are leading the world and driving impact. When we’re not developing industry-leading digital solutions for clients, our associates are participating in Outreach, and mentorship and philanthropy efforts that also help to support historically disadvantaged groups through technological training and other resources. At the same time, we strive to help lift communities through access to education and skilled work while helping to address the widening talent gap of qualified professionals with digital skills. These programs also deliver business benefits: between 2019 and 2023, the average annual attrition rate of our full-time employees who engaged in Outreach activities was lower than the average annual attrition rate of non-Outreach engaged full-time employees; our outreach and philanthropy initiatives have also provided additional candidate pools for certain hiring initiatives. During 2023, approximately 50,500 Cognizant volunteers devoted 162,000 hours to volunteering, supporting a variety of efforts including technical skills development, education, health and wellness, and entrepreneurship.

Share ownership

Common stock and total stock-based holdings table

The following table sets forth the Cognizant stock-based holdings of our directors, named executive officers for fiscal 2023 (“NEOs”), and directors and executive officers as a group. Information is as of April 8, 2024, except for Mr. Humphries, Mr. Siegmund and Ms. Schmitt, for whom the information is based on the most recent information available to the company (including, for Mr. Humphries and Mr. Siegmund, shares that vested following the date each ceased to be designated as an executive officer of the company and, for Mr. Siegmund, shares sold after the date he ceased to be designated as an executive officer of the company for which the company received documentation of such sale). The table also sets forth the stock-based holdings of beneficial owners of more than 5% of our common stock as of December 31, 2023. Furthermore, the table includes shares of our current directors and executive officers as a group and, as such, this group does not include Mr. Humphries’, Mr. Siegmund’s and Ms. Schmitt’s shares as they were no longer executive officers of the company after January 12, 2023, December 3, 2023 and May 5, 2023, respectively. Unless otherwise indicated, the address for the individuals below is our address.

Each of our directors and NEOs owns less than 1% of the total outstanding shares of our common stock. The current directors and executive officers as a group do not own more than 1% of the total outstanding shares.

Common Stock. These columns show beneficial ownership of our common stock as calculated under SEC rules. Except to the extent noted below, each person 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.

The Awards Vesting column includes shares underlying RSUs that will vest within 60 days of April 8, 2024 (except, in the case of directors, for such RSUs with respect to which the settlement has been deferred). This also includes additional deferred RSUs (which may include fractional units, which have been rounded down to the nearest whole share) granted to non-employee directors in lieu of cash dividend equivalents beginning in the fourth quarter of 2023.

The Optionscolumn includes shares that may be acquired under stock options that were exercisable as of or within 60 days of April 8, 2024.

The Indirect Holdings column includes shares of common stock over which there is shared voting and investment power by each of Mr. Branderiz and Mr. Patsalos-Fox through family trusts or other accounts. For Mr. Humphries, Mr. Siegmund and Ms. Schmitt, their stock holdings exclude any PSUs and RSUs that were forfeited upon their departure from the company.

The Unvested Awards column shows non-voting interests that are not convertible into shares of Cognizant common stock within 60 days of April 8, 2024, including, as appropriate, PSUs and RSUs.

The Deferred RSUs and DSUs column includes RSUs with respect to which settlement has been deferred. For Mr. Rohleder and Ms. Wijnberg, this also includes deferred stock units representing shares received in lieu of their respective cash Board and committee retainers (“DSUs”). See pages 41 to 43 for additional details. This also includes additional deferred RSUs and DSUs (which may include fractional units, which have been rounded down to the nearest whole share) granted to non-employee directors in lieu of cash dividend equivalents beginning in the fourth quarter of 2023.

Current Directors and Executive Officers as a Group. This table includes shares of our current directors and executive officers as of the date of this proxy statement. In addition to holdings for executive officers who are not NEOs similar to the types of holdings described above, this includes 800 shares of common stock over which there is shared voting and investment power by Robert Telesmanic, our Senior Vice President, Controller and Chief Accounting Officer, through family trusts or other accounts.

5% Beneficial Owners

This table shows shares beneficially owned by BlackRock, Inc. and affiliated entities, 50 Hudson Yards, New York, NY 10001 and The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, as follows:

The information in this table is based solely on a Schedule 13G/A filed by BlackRock with the SEC on February 2, 2024 and a Schedule 13G/A filed by Vanguard with the SEC on January 10, 2024.

Delinquent Section 16(a) reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors, executive officers and any holders of more than 10% of our voting stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock or other equity securities. Based on a review of those forms provided to us and any written representations, we believe that during the year ended December 31, 2023, our directors, executive officers and holders of more than 10% of our voting stock filed the required reports on a timely basis under Section 16(a).

Related person transactions

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,~~Audit Committee’s charter, 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.~~

~~The Audit Committee~~committee is responsible for reviewing and approving all transactions between the ~~Company~~company and any related person that are required to be disclosed pursuant to Item ~~404~~404(a) of Regulation S-K. Related persons ~~can~~ include ~~any of~~ our ~~Directors or~~nominees, directors and executive officers, certain of our ~~stockholders,~~shareholders 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~~members of the ~~Company.~~foregoing. The ~~Company’s~~company’s legal staff is ~~primarily~~ responsible for monitoring and obtaining information from our ~~Directors~~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~~directors, director nominees and executive officers to complete a disclosure questionnaire identifying any transactions with usthe company in which the ~~officer~~director or ~~Director~~officer or their family members have an interest.

In addition, our ~~Code~~code of ~~Ethics~~ethics requires all ~~Directors,~~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,~~chief compliance officer, or, in the case of ~~Directors~~directors and executive officers, notify our ~~General Counsel or~~chief legal officer. There have been no transactions that require disclosure with any related person since January 1, 2023.

Director compensation

Discussion and analysis

We use cash and stock-based compensation to attract and retain qualified individuals to serve on the Board. We set compensation for our non-employee directors taking into account the time commitment and experience level expected of our directors. A director who is an employee of the company receives no cash or stock-based compensation for serving as a director.

Director compensation vs. peer group

For purposes of establishing 2023 non-employee director compensation, the Compensation Committee engaged Pay Governance, LLC (“Pay Governance”), an independent executive compensation advisory firm, to review all elements of director compensation, benchmark such compensation in relation to other comparable companies with which we compete for board talent and provide recommendations to ensure that our director compensation program remains competitive. Pay Governance benchmarked our director compensation against the same group of technology-related firms used by Pay Governance in preparing its recommendations to the Compensation Committee for executive officers for 2023. See ~~“Helpful Resources”~~“Peer group review” on page ~~74.~~47.

The Compensation Committee considered the benchmarking data and recommendations of Pay Governance in recommending to the Board the cash and stock-based compensation of non-employee directors that became effective following the 2023 annual meeting. Based on the 2023 analysis, the Board approved an increase to the annual RSU award for the members of the Board from $210,000 to $220,000 and for the Board Chair from $260,000 to $270,000.

Deferral of restricted stock units

In late 2022, non-employee directors were provided an option to elect to defer settlement of RSUs that were granted in 2023. The following table sets forth for 2023 the two deferral options available and the directors that elected such deferral options.

Director compensation table

The following table sets forth certain information regarding the compensation of each of our non-employee directors who served during 2023. The table also sets forth the aggregate number of RSUs and the aggregate number of stock options held by each such non-employee director on December 31, 2023. Maureen Breakiron-Evans did not stand for re-election at our 2023 annual meeting of shareholder and, accordingly, did not receive any compensation in 2023.

Cognizant 2024 Proxy statement ~~we will consider our stockholders’ concerns~~44

Compensation discussion and ~~evaluate what actions, if any, may be appropriate to address those concerns.~~
analysis (CD&A)

This ~~Compensation Discussion~~compensation discussion and ~~Analysis~~analysis section describes the general objectives, principles and philosophy of the ~~Company’s~~company’s executive compensation program, focused primarily on the compensation of our ~~NEOs.~~named executive officers for fiscal 2023 (the “NEOs”).

2023 NEOs

For 2023, our NEOs include our current CEO, Mr. Kumar, our former CEO (who was succeeded by Mr. Kumar on January 12, 2023), our current CFO, Mr. Dalal, our former CFO (who was succeeded by Mr. Dalal on December 4, 2023), each of ~~Executive Compensation Program~~our three other most highly compensated executive officers who were serving as executive officers at the end of the 2023 fiscal year, and Ms. Schmitt, who would have been one of the three most highly compensated executive officers for 2023 had her employment with the company not terminated.

Key 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 and SEC rules. The Compensation Committee has the authority to engage its own independent advisor to assist in carrying out its responsibilities under its charter.

features

~~The following tables summarize key elements of our executive compensation program and where they are described in the Compensation Discussion and Analysis section.~~

Compensation program objectives

The Compensation Committee ~~has~~ designed the 2023 executive compensation program with the objectives and key features to meet ~~the following objectives:~~

~~Role~~Short and long-term performance objectives
Tie a substantial portion of ~~Stockholder Say-on-Pay Votes~~compensation to both short and long-term performance objectives that enhance shareholder value

This applies to the CEO, CFO and other corporate executives. Executives overseeing business units have a portion of their metrics related to the performance of their specific business unit or integrated practice.

A substantial percentage of our NEO compensation is performance-based. The ~~Company provides its stockholders~~annual cash incentive (“ACI”) measures performance over a one-year period and rewards are tied to short-term company financial objectives. Performance stock units (“PSUs”) measure multi-year performance and reward the achievement of long-term company financial objectives, including relative TSR (see pages 49 and 50).

A substantial percentage of our NEOs’ target direct compensation consists of long-term equity: (i) restricted stock units (“RSUs”), which vest quarterly over a 3-year period, to reward continued service and long-term performance of our common stock, and (ii) PSUs that have a 3-year performance period with vesting shortly thereafter (see pages 49 and 50). Actual compensation received by the ~~opportunity~~NEOs may be higher or lower than target amounts due to ~~cast~~the performance criteria in the PSUs.

Create an ~~annual, non-binding advisory vote on~~appropriate balance between current and long-term compensation and between performance and non-performance-based compensation

Our NEOs’ target direct compensation includes current compensation in the form of cash, divided between base salary and ACI, and long-term compensation in the form of equity, divided between PSUs and RSUs. Both current and long-term compensation are mixed between fixed (base salary) and at-risk (ACI, RSUs and PSUs) compensation (see pages 49 and 50).

Provide competitive compensation packages in order to attract, retain and motivate top executive ~~compensation. At the 2017 Annual Meeting, approximately 94% of the votes cast on the Say-on-Pay proposal were voted “FOR” the proposal. In making its decisions regarding executive~~talent

To ensure our compensation ~~for 2017,~~remains competitive, the Compensation Committee ~~considered the significant level of stockholder support our compensation program has received from stockholders~~engaged Pay Governance as its independent consultant in ~~past~~2023 and prior years to review and ~~chose to generally retain the same structure of the executive compensation program. Nevertheless, there were two notable changes to~~benchmark the compensation ~~structure for~~we provide relative to our peer group and other market data. Our 2023 peer group was comprised of 18 technology, software and professional service companies selected based on industry, comparable business operations and scale (see page 47).

No unnecessary risk-taking
Ensure that compensation arrangements do not encourage unnecessary risk-taking

We set stock ownership guidelines to help mitigate potential compensation risk and further align the interests of our NEOs ~~made by~~with those of shareholders (see page 66).

We also create a balance between performance and non-performance-based compensation and set performance targets that we believe are aspirational but achievable (see pages 49 to 54).

Compensation setting process

Compensation consultant

See “Direct Compensation of Named Executive Officers” starting on page 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.

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 committee believes are competitive with those of other technology-related growth companies that compete with us for executive talent. The committee 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 committee meetings, and advises the committee 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 committee 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 our executive compensation, benchmark such compensation ~~in relation to~~against the compensation packages of 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 that incentivize the attainment of our ~~short-term~~short and long-term strategic objectives. ~~As part of the compensation-setting processes for 2015, 2016 and 2017, the committee asked~~ Pay Governance also provides information 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~~related to the compensation for new executives, including Mr. Kumar’s compensation when he was appointed in early 2023 and Mr. Dalal’s compensation as CFO when he was appointed in late 2023. Pay Governance reports directly to the Compensation Committee, regularly participates in committee meetings and advises the Compensation Committee with respect to compensation trends and best practices, plan design and the reasonableness of individual compensation awards. Pay Governance does not provide services to the company (directly or indirectly through affiliates) other than those provided to the Compensation Committee. In 2023, the Compensation Committee undertook its annual assessment of the independence of Pay Governance and concluded that no conflict of interest exists that would prevent Pay Governance from providing independent advice regarding executive and director compensation matters.

Peer group review

On an annual basis, the Compensation Committee, with assistance from Pay Governance, reviews and determines the company’s peer group that will be used, together with other market data, for market comparisons and benchmarking of ~~Executive Officers~~the compensation of executive officers in ~~Determining Executive~~the next fiscal year. The 2023 target direct compensation and other compensation of our NEOs was set with reference to a peer group determined by the Compensation Committee in late 2022. This peer group was comprised of 18 technology, software and professional services companies selected based on industry, comparable business operations and scale, including with respect to revenue, market capitalization and headcount. The 2023 peer group as compared to the peer group for 2022 included the addition of Hewlett Packard Enterprises and Adobe and excluded Bread Financial (formerly Alliance Data), which was removed based on its low market capitalization. Data in the chart below was reviewed by the Compensation Committee in late 2022 for 2023 compensation decisions.

Compensation design and target compensation levels for next year

The Compensation Committee annually evaluates the executive compensation program with the goal of setting compensation at levels it believes are competitive with those of other companies that compete with us for executive talent. The Compensation Committee continues to strive to improve the executive compensation program and will seek on an annual basis from Pay Governance 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 2023 executive compensation program followed the same compensation structure as the 2022 executive compensation program.

Annual compensation evaluation and finalization of compensation

The Compensation Committee utilizes target direct compensation as the principal manner in which it reviews, evaluates and makes decisions with respect to executive compensation. Target direct compensation is the annual compensation that would be delivered to an NEO in a theoretical, steady-state environment where the same annual compensation was granted in multiple years and the company’s performance was at target across all such years. The Compensation Committee believes this approach is most appropriate for its decision-making, including evaluation against the compensation practices of comparable companies with which we compete for talent, as it is designed to capture the annual compensation an NEO would be expected to earn, assuming company performance at target, based on the decisions of the Compensation Committee made at the beginning of the performance period.

The Compensation Committee reviews the target direct compensation of our NEOs on an annual basis and makes periodic adjustments based on individual performance and contributions, market trends and competitive environment for talent, peer group data, internal pay equity, the scope, responsibility and business impact of the individual’s position, the individual’s potential for increased responsibility and promotion over the award term, and the value of equity compensation that the individual has previously been awarded. No specific weight is assigned to any of the above criteria relative to the others, but rather the Compensation Committee uses its judgment in combination with market and other data. The Compensation Committee evaluates the total mix of cash versus equity-based compensation, short-term versus long-term compensation and performance-based versus fixed compensation with reference to market practices and compensation program objectives.

Target direct compensation excludes additional awards that may be made from time to time for individual achievement. It also excludes new hire awards upon joining the company, such as sign-on bonuses or one-time equity grants, that are not intended to be recurring, that are designed to compensate a new hire for compensation being lost as a result of leaving a prior employer or additional costs of joining the company, or are needed as additional incentive for a new hire to join the company. Equity vesting acceleration upon retirement similarly is not included in target direct compensation. See pages 55 to 64 for additional details on target direct compensation and any excluded awards.

Our CEO, aided by our Chief People Officer (“CPO”), among others, provides statistical data and makes recommendations to the Compensation Committee to assist it in determining compensation ~~levels.~~levels for other executive officers. The CEO and CPO recuse themselves from any matters dealing with their own compensation. In addition, our CEO provides the Compensation Committee and ~~our President provide the committee~~other non-employee directors with a review of the performance of other executive officers. While the Compensation Committee utilizes this information and values management’s observations with regard to compensation, ~~the committee~~it makes the ultimate decisions regarding executive compensation.

The Compensation Committee ~~with assistance from Pay Governance, establishes~~finalizes the ~~Company’s peer group that is used for market comparisons~~executive compensation program design and ~~benchmarking of the~~NEO compensation ~~for Mr. D’Souza, Mr. Mehta and Ms. McLoughlin. The peer group used~~early in the ~~compensation-setting process for 2017 is comprised of a group of technology-related firms selected based on revenue, headcount~~year. For 2023, NEO target direct compensation included base salary, an ACI opportunity, and ~~market capitalization.~~

~~For~~2023-2025 PSUs and RSUs. Because the ~~other two NEOs,~~Board had already terminated Mr. ~~Chintamaneni and Mr. Friedrich,~~Humphries from his role as CEO in January 2023 before annual target direct compensation amounts were established, the Compensation Committee ~~used market data that~~did not set a 2023 target direct compensation amount for Mr. Humphries, and he did not receive a 2023 ACI award or new awards of RSUs or PSUs. As such, discussions of the ~~Company obtained from third party benchmarking services~~Committee’s compensation-setting process in early 2023 through early 2024 generally do not apply to Mr. Humphries.

Determination of achievement of prior year performance for ~~similar roles and levels.~~ performance-based awards

The ~~committee believes this approach is appropriate for~~Compensation Committee determines 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~~prior year performance. In February 2024, the Compensation Committee ~~with~~determined achievements for ACI and PSUs and approved payouts as follows for the ~~assistance~~following performance-based awards:

Say-on-pay vote at annual meeting and shareholder engagement

In making its decisions regarding executive compensation for 2023, the Compensation Committee considered the significant level of ~~Pay Governance.~~

~~Our~~shareholder support our executive compensation program ~~is designed to motivate, retain~~received from shareholders in 2023 (92% support), 2022 (90% support) and ~~engage~~prior years. We also prioritize regular engagement with our shareholders regarding a number of governance matters, including 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 chart below.compensation.

The Compensation Committee makes decisions on executive compensation from a total direct compensation perspective. Each element is considered by the committee to be important 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.

●
~~Base salary~~Ravi Kumar ~~– $669,282 (~0% increase vs. 2016)~~
●
~~Annual cash incentive~~Current CEO (since January 12, 2023) ~~– target of 85% of base salary~~
Key responsibilities and career highlights
Mr. Kumar has served as ~~in 2016 ($564,655); actual payout of $648,111 (114.8% of target) based on Company performance~~
●~~Annual PSU grant~~ ~~– $7,219,618 (3% increase vs. 2016)~~
●~~Annual RSU grant~~ ~~– $3,774,223 (3% increase vs. 2016 (December 2015 grant))~~
~~Key Responsibilities and Career Highlights~~
our CEO since January 12, 2023. In this role, Mr. ~~D’Souza~~Kumar sets the company’s strategic direction, ofpromotes the ~~Company, promotes Cognizant’s values and~~company’s client-first culture and focuses on ensuring the ~~Company’s~~company’s sustainable growth and driving long-term ~~stockholder~~shareholder value. ~~He co-founded Cognizant in 1994 and has~~Prior to joining the company, Mr. Kumar served as President of Infosys from 2016 to 2022, where he led the ~~Company’s~~global services organization across all industry segments and served as Chairman of the Board of Infosys BPM Ltd. Previously, he was the Group Head for the Insurance, Healthcare, and Cards and Payments unit, and led the Global Delivery organization where he built the Oracle and CRM practices. Before joining Infosys, Mr. Kumar served in positions of increasing responsibility at PricewaterhouseCoopers, Cambridge Technology Partners, Oracle and Sapient (now Publicis Sapient).
Age
52 Cognizant Tenure
1 year
Education
Shivaji University - B.E.
Xavier Institute of Management, India - M.B.A.
Committee assessment and target direct compensation
Mr. Kumar was selected by the Board to serve as the company’s new CEO based on his experience gained from his 20-year career at Infosys where he held various leadership roles, most recently serving as President from 2016 to 2022. In connection with his appointment as CEO, the company provided Mr. Kumar with an offer letter and subsequently entered into an Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement effective January 12, 2023, pursuant to which Mr. Kumar agreed to serve as the company’s CEO. The Compensation Committee reviewed and approved the compensation arrangements set forth in the offer letter and Mr. Kumar’s employment agreement after considering compensation information provided by Pay Governance for CEOs in the company’s peer group and other information on compensation arrangements for new CEOs.
The Compensation Committee approved, and Mr. Kumar’s employment agreement provides for (by reference to the offer letter, where applicable), 2023 annual target direct compensation of $14,500,000 comprised of: (i) base salary of $1,000,000, (ii) ACI target of $2,000,000, (iii) PSUs of $6,900,000 and (iv) RSUs of $4,600,000.
SEC compensation
Mr. Kumar’s 2023 SEC compensation was substantially higher than his target direct compensation primarily due to the inclusion of the following one-time awards that he received upon becoming the CEO of the company: (a) his CEO New Hire Award of PSUs with a target value of $3,000,000 (see page 50 for more information); (b) an equity award consisting of RSUs with a grant date value of $5,000,000, which was a buyout award to replace forfeited equity awards from his previous employer, and (c) a cash sign-on bonus of $750,000. These one-time awards are partially offset by the 2023 ACI award payout being 30.3% of target and pro-rated for the partial year of service.
Realized compensation
Mr. Kumar’s realized compensation was significantly lower than his target direct compensation primarily because his 2023 PSU grants, including his CEO New Hire Award, are scheduled to vest, subject to the satisfaction of performance criteria, in future periods and because his 2023 ACI award payout amount was lower than the target amount. These were partially offset by the inclusion of the one-time cash sign-on bonus he received at the time of his appointment as CEO. His 2023 realized compensation consisted principally of his base salary, 2023 ACI award payout at 30.3% of target, and quarterly vestings of RSUs in the aggregate amount of approximately $4,911,000 and cash sign-on bonus of $750,000.
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Brian Humphries
Former CEO ~~since 2007, leading revenue growth~~(until January 12, 2023)
Key responsibilities and career highlights
Mr. Humphries served as our CEO from ~~$2.1 billion that year to $14.8 billion~~April 1, 2019 until January 12, 2023. While serving in ~~2017.~~

~~Committee Assessment~~
~~In light of Mr. D’Souza’s continued success~~his role as CEO, ~~in 2016,~~Mr. Humphries set the ~~Compensation Committee continued in 2017 its past practice~~company’s strategic direction, promoted the company’s client-first culture and focused on ensuring the company’s sustainable growth and driving long-term shareholder value. Prior to joining Cognizant, he was CEO 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 Mehta~~   ~~President~~
~~Age~~51

~~Education~~
~~BS, University of Maryland~~
~~MBA, Carnegie Mellon University~~
~~Cognizant Tenure~~
~~21 years~~
~~2017 Compensation~~
~~Target Direct Compensation~~~~– $6,816,724~~
●~~3% increase to reflect general market trends~~
●~~Base salary~~ ~~– $630,000 (0% increase vs. 2016)~~
●~~Annual cash incentive~~ ~~– target of 85% of base salary as in 2016 ($535,500); actual payout of $614,647 (114.8% of target) based on Company performance~~
●~~Annual PSU grant~~ ~~– $3,704,952 (3% increase vs. 2016)~~
●~~Annual RSU grant~~ ~~– $1,946,272 (4% increase vs. 2016 (December 2015 grant))~~
~~Additional equity grants~~~~– 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~~
~~Key Responsibilities and Career Highlights~~
~~Mr. Mehta is~~Vodafone Business where he was responsible for the ~~overall profit~~strategy, solution development, sales, marketing, partnerships and ~~loss~~commercial and financial success of Cognizant’s operations, leading the global industry and geographic business units, as 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.

~~Committee Assessment~~
In 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 thoseVodafone Business, a division of Vodafone Group, one of the ~~peer group set~~world’s largest telecommunications companies. Prior to Vodafone, Mr. Humphries held a variety 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 PSUsexecutive roles at technology companies Dell Technologies 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~~
~~Karen McLoughlin~~   ~~CFO~~Hewlett-Packard.
Age
50 ~~Age~~53

~~Education~~
~~BA, Wellesley College~~
~~MBA, Columbia University~~
Cognizant Tenure

4 years~~14 years~~
~~Public Company Boards~~
~~Best Buy Co., Inc.~~
Education
~~2017 Compensation~~University of Ulster, Northern Ireland -
~~Target Direct Compensation~~~~– $3,930,130~~B.A.
Effective January 12, 2023, Mr. Kumar succeeded Mr. Humphries as the company’s CEO. Mr. Humphries remained an employee and special advisor to the company until March 15, 2023. His separation was considered an involuntary termination without cause. See “Termination of Brian Humphries as CEO and related severance payments” on page 68 for further details regarding the severance received by Mr. Humphries. Due to his transition out of the CEO role and imminent departure at the time the Compensation Committee was determining 2023 target direct compensation for executive officers, the Compensation Committee did not set 2023 target direct compensation for Mr. Humphries.
Mr. Humphries’ total 2023 SEC compensation of approximately $4,216,000 was comprised of base salary through the effective date of his termination on March 15, 2023 (approximately $317,000) and approximately $3,899,000 of other compensation, including severance benefits he was entitled to under his employment agreement (see page 72 for these other items of compensation and page 68 for more information on Mr. Humphries’ severance benefits). He did not receive a 2023 ACI award or any new grants of RSUs or PSUs in 2023.
In addition to the items described above, Mr. Humphries’ 2023 realized compensation included RSU vestings from January 1, 2023 through the date of his termination of employment in the aggregate amount of approximately $1,150,000, RSU vestings in the aggregate amount of approximately $2,780,000 pursuant to the severance provisions of his employment agreement (see page 68 for more information on such severance benefits), and approximately $5,717,000 for the March 2023 vesting of his 2020-2022 PSUs.
In early December 2022, the Compensation Committee approved a change in the currency for Mr. Humphries’ base salary for 2023 to reflect the payment in Swiss Francs (CHF) rather than British pounds; this change was made in recognition of Mr. Humphries’ primary residence and the requirement, applicable as of January 1, 2023, that Swiss social security payments be made with respect to Mr. Humphries. Salary and portions of the severance amounts discussed above were converted to US$ based on 1 CHF = $1.11 and £1 = $1.24 exchange rates, the 12-month averages for fiscal year 2023. See page 68 for more information.
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●~~8% increase~~
Back to ~~align compensation to market~~
●~~Base salary~~ ~~– $500,000 (17% increase vs. 2016)~~
●~~Annual cash incentive~~ ~~– target of 85% of base salary as in 2016 ($425,000); actual payout of $487,815 (114.8% of target) based on Company performance~~
●~~Annual PSU grant~~ ~~– $1,967,017 (5% increase vs. 2016)~~
●~~Annual RSU grant~~ ~~– $1,038,113 (6% increase vs. 2016 (December 2015 grant))~~
Contents
Jatin Dalal
Current CFO (since December 4, 2023)
Key ~~Responsibilities~~responsibilities and ~~Career Highlights~~
~~Ms. McLoughlin oversees~~career highlights
Mr. Dalal leads the ~~Company’s~~company’s worldwide financial planning and analysis, accounting and controllership, tax, treasury and internal audit functions. ~~She is~~He also ~~responsible for the~~oversees corporate development, investor relations, enterprise risk management, ~~procurement~~sales operations, pricing, post-acquisition integration and ~~real estate~~information technology functions. Prior to joining Cognizant in ~~2003, Ms. McLoughlin held key financial management positions with Spherion Corp.~~December 2023, he served as President and ~~Ryder System Inc. She began her career with Price Waterhouse (now PricewaterhouseCoopers LLP).~~

~~Committee Assessment~~
~~In light~~CFO of ~~Ms. McLoughlin’s continued strong performance~~Wipro, a position he assumed after serving as CFO ~~and her compensation being below median~~from 2015 to 2019. Previously, he held various leadership positions at Wipro, including CFO, ~~pay at~~IT Business from 2011 to 2015. Mr. Dalal joined Wipro in 2002 from the ~~Company’s peer group,~~General Electric Company, where he began his career in 1999.
Age
49 Cognizant Tenure
0 years
Education
National Institute of Technology, Surat - B.E.
Narsee Monjee Institute of Management Studies, Mumbai - Postgraduate diploma in Business Administration
The Wharton School of 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.~~University of Pennsylvania - Advanced Management Program

Committee assessment and target direct compensation
Mr. Dalal was selected by the Board to serve as the company’s new CFO based on his experience gained from his long career at Wipro, where he held various positions of increasing responsibility since joining the company in 2002, most recently serving as President and CFO from 2019 to 2023. In connection with his appointment as CFO, the company provided Mr. Dalal with an offer letter and subsequently entered into an Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement effective December 4, 2023, pursuant to which Mr. Dalal agreed to serve as the company’s CFO. The Compensation Committee reviewed and approved the compensation arrangements set forth in the offer letter and Mr. Dalal’s employment agreement after considering compensation information provided by Pay Governance for CFOs in the company’s peer group and other information on compensation arrangements for new CFOs.
The Compensation Committee approved, and Mr. Dalal’s employment agreement provides for, 2023 annual target direct compensation of $5,200,000 comprised of: (i) base salary of $750,000, (ii) ACI target of $750,000, (iii) PSUs of $1,850,000 and (iv) RSUs of $1,850,000.
SEC compensation
Mr. Dalal’s 2023 SEC compensation was lower than his target direct compensation primarily because he received only a pro rata portion of his annual base salary based on his employment commencing in December 2023, the difference in value of his PSUs as reported for SEC compensation versus in target direct compensation and a much smaller ACI award payout of only 30.3% of the pro rata portion of his target ACI amount based on his employment start date. These lower amounts were partially offset by the receipt of a transition RSU award of approximately $2,300,000 at the time he began his employment (see page 50 for additional information on transition awards), the inclusion of certain other items of compensation not included in calculating his target direct compensation (see page 72 for more information on the other items of compensation) and the inclusion of the following one-time awards that he received upon becoming the CFO of the company: (a) an equity award consisting of RSUs with a grant date value of $765,000 and (b) payment of $150,000 as the first half of a $300,000 cash-sign on bonus.
Realized compensation
Mr. Dalal’s realized compensation was significantly lower than his target direct compensation primarily because (i) he received only a pro rata portion of his annual base salary based on his employment commencing in December 2023 as well as a much smaller ACI award payout compared to target and (ii) due to the timing of the start of his employment in December 2023, his realized compensation did not include any RSU or PSU vestings. His 2023 realized compensation consisted principally of his base salary of approximately $60,000, pro rata 2023 ACI award payout at 30.3% of target, cash sign-on bonus of $150,000 and certain other items of compensation not included in calculating his target direct compensation of approximately $48,000 (see page 72 for more information on the other items of compensation).
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Jan Siegmund
Former CFO (through December 3, 2023)
~~Ramakrishna Prasad Chintamaneni~~
Key responsibilities and career highlights
Mr. Siegmund served as our CFO from September 1, 2020 through December 3, 2023. During his tenure as CFO, Mr. Siegmund led the company’s worldwide financial planning and analysis, accounting and controllership, tax, treasury and internal audit functions. He also oversaw corporate development, investor relations, enterprise risk management, sales operations, pricing, post-acquisition integration and information technology functions. Prior to joining Cognizant in September 2020, he was the CFO for Automatic Data Processing (ADP), a global human capital management technology and services provider. He began his career at McKinsey & Company. Mr. Siegmund is a member of the board of directors of The Western Union Company.
Age
59 Cognizant Tenure
4 years
Education
Technical University Karlsuhe - M.A.
University of California, Santa Barbara - M.A.
Technical University of Dresden, Germany - Doctorate
Committee assessment and target direct compensation
The Compensation Committee, at its meeting in February 2023, evaluated Mr. Siegmund’s prior year performance and the updated information provided by Pay Governance for CFOs in the company’s peer group. Based on these considerations, the Compensation Committee determined that Mr. Siegmund’s target direct compensation for 2023 should remain consistent with a target annual amount of $6,600,000.
The specific components of Mr. Siegmund’s 2023 target direct compensation were as follows: (i) base salary of $850,000, (ii) ACI target of $850,000, (iii) PSUs of $2,450,000 and (iv) RSUs of $2,450,000.
In late summer 2023, Mr. Siegmund announced his plans to retire from the company. He subsequently ceased to be CFO, effective December 4, 2023. He remained an employee and special advisor to the company until March 31, 2024.
SEC compensation
Mr. Siegmund’s 2023 SEC compensation was slightly lower than his target direct compensation, primarily due to the 2023 ACI award payout being 30.3% of target, which was partially offset by the higher value of the PSUs as reported for SEC compensation versus in target direct compensation.
Realized compensation
Mr. Siegmund’s realized compensation was lower than his target direct compensation primarily because his PSU grants are largely expected to vest in future periods and because his 2023 ACI award payout amount was lower than the target amount. His 2023 realized compensation consisted principally of his base salary, 2023 ACI award payout at 30.3% of target, PSU vestings in the aggregate amount of $611,000 and quarterly vestings of RSUs in the aggregate amount of approximately $2,617,000.
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Surya Gummadi
EVP and President, ~~Global Industries~~Americas
Key responsibilities and ~~Consulting~~career highlights

Mr. Gummadi has served as our Executive Vice President and President, Americas since January 2023. Mr. Gummadi served as our SVP, Americas (Interim) from July 2022 to January 2023. He served as senior vice president of Cognizant’s Health Sciences business segment from April 2022 to January 2023, Vice President and leader of our Healthcare business from February 2020 to July 2020 and market head for our Health Plans business from October 2017 to February 2020. Prior to that, he served in a variety of roles in his 25-year tenure with Cognizant.
Age
47 Cognizant Tenure
25 years
Education
~~Age~~48

~~Education~~
~~B. Tech,~~ Indian Institute of Technology, ~~Kanpur Postgraduate Diploma, XLRI – Xavier School of Management~~
~~Cognizant Tenure~~
Bombay~~18 years~~
- B.M.E.
~~2017 Compensation~~
~~Target Direct Compensation~~~~– $3,099,236~~
Committee assessment and target direct compensation
The Compensation Committee, at its meeting in February 2023, evaluated Mr. Gummadi’s prior year performance, his new role as EVP and President, Americas, the company’s Americas business performance and compensation information provided by Pay Governance for executives with similar responsibilities in the company’s peer group for 2023. Based on these considerations, the Compensation Committee determined that Mr. Gummadi’s target direct compensation for 2023 should be increased to $3,500,000 (57% increase vs. 2022), in connection with his promotion to serve as the EVP and President, Americas.
The specific components of Mr. Gummadi’s 2023 target direct compensation were approved by the Compensation Committee as follows: (i) base salary of $650,000 (a 24% increase vs. 2022), (ii) ACI target of $650,000 (a 26% increase over his non-equity incentive bonus for 2022), (iii) PSUs of $1,100,000 (an 83% increase vs. 2022) and (iv) RSUs of $1,1,00,000 (an 83% increase vs. 2022). His ACI award was based 40% on the overall company ACI metrics and targets like the other NEOs, with the remaining 60% based on metrics and targets specific to the Americas business unit: (a) 35% based on constant currency revenue growth of the Americas business unit and (b) 25% based on Americas business unit profit.
SEC compensation
Mr. Gummadi’s SEC compensation was higher than his target direct compensation primarily due to the inclusion of a transition RSU award of approximately $1,000,000 in connection with his increased compensation (see page 50 for additional information on transition awards), and the payment of the remaining $750,000 of a $1,000,000 aggregate bonus awarded in 2022 related to his interim role, each of which is not included in target direct compensation. These increases in SEC compensation were partially offset by his 2023 ACI award payout being 15.8% of target.
Realized compensation
Mr. Gummadi’s realized compensation was slightly lower than his target direct compensation primarily because his PSU grants are largely expected to vest in future periods and because his 2023 ACI award payout amount was lower than the target amount. His 2023 realized compensation consisted principally of his base salary, 2023 ACI award payout at 15.8% of target (based on the company’s and his business unit’s 2023 performance), PSU vestings in the aggregate amount of $137,000, quarterly vestings of RSUs in the aggregate amount of approximately $1,598,000, and the remaining $750,000 of his bonus paid upon completion of his interim role of SVP, Americas.
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●~~Base salary~~ ~~– $475,000 (15% increase vs. base salary prior~~
Back to ~~December 2016)~~
●~~Annual 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)~~
●~~RSU~~s– $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
Contents ~~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 his target direct compensation should be made for 2017.

~~Matthew W. Friedrich~~   John Kim
EVP, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary (EVP, General Counsel, Chief Corporate Affairs Officer and Secretary during 2023)
~~Age~~Key responsibilities and career highlights51

~~Education~~
~~BA, University~~
Mr. Kim has held the title of ~~Virginia~~
~~JD, University of Texas School of Law~~
Executive Vice President, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary since February 2024. This title change was made to better reflect his responsibilities after previously serving as our Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary beginning March 2021. In this role, he leads the company’s legal, company secretary, compliance, corporate security, regulatory, ESG, global real estate, procurement, contract lifecycle risk management and strategic negotiations functions. He joined Cognizant ~~Tenure~~
~~1 year~~
~~2017 Compensation~~
~~Target Direct Compensation~~~~– $2,723,968~~
●~~Base salary~~ ~~– $525,000~~
●~~Annual cash incentive~~ ~~– target of 85% of base salary ($446,250); actual payout of $512,206 (114.8% of target base salary for all of 2017) based on Company performance~~
●~~Annual PSU grant~~ ~~– $751,166~~
●~~RSU~~s ~~– $1,001,552~~ in ~~grant 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~~
~~Signing bonus~~~~– $500,000~~
~~Signing equity grants~~~~– PSUs ($500,778)~~November 2019 as Senior Vice President and ~~RSUs ($1,251,942) made upon his joining the Company~~
~~Key Responsibilities and Career Highlights~~
~~Mr. Friedrich is responsible for the Company’s legal and corporate affairs functions.~~Deputy General Counsel, Global Commercial Contracts. Prior to joining Cognizant, ~~in May 2017, Mr. Friedrich~~he served as ~~Chief Corporate~~Global Head of Big Deals at Capgemini, U.S. Counsel for ~~Chevron Corporation~~WNS Global Services and General Counsel for Travelport, a leading travel technology company, as well as a number of technology service companies.
Age
56 Cognizant Tenure
4 years
Education
Columbia University – B.A.
Cornell Law School – J.D.
Committee assessment and target direct compensation
The Compensation Committee, at its meeting in February 2023, evaluated Mr. Kim’s prior year performance and compensation information provided by Pay Governance for executives with similar responsibilities based on a size and industry appropriate peer group and market data, including compensation information for executives at other companies with similar responsibilities in the company’s peer group for 2023. Based on these considerations, the Compensation Committee determined that Mr. Kim’s target direct compensation for 2023 should be increased to $3,800,000 (16% increase vs. 2022) to reflect additional responsibilities he took on in early 2023 overseeing the company’s procurement, global real estate and contract lifecycle risk management functions.
The specific components of Mr. Kim’s 2023 target direct compensation were as follows: (i) base salary of $700,000 (an 8% increase vs. 2022), (ii) ACI target of $700,000 (an 8% increase vs. 2022), (iii) PSUs of $1,200,000 (a 20% increase vs. 2022) and (iv) RSUs of $1,200,000 (a 23% increase vs. 2022).
SEC compensation
Mr. Kim’s 2023 SEC compensation was higher than his target direct compensation due primarily to the inclusion of the full grant date value of a special one-time RSU grant of approximately $500,000 related to his efforts in connection with the early 2023 CEO transition and his receipt of a transition grant of approximately $450,000 in RSUs in connection with his increased compensation (see page 50 for additional information on transition awards); this amount was largely offset by below target payment of the 2023 ACI.
Realized compensation
In 2023, Mr. Kim’s realized compensation was significantly lower than his target direct compensation primarily because his increased PSU grants are largely expected to vest in future periods and because his 2023 ACI award payout amount was lower than the target amount. His realized compensation for 2023 consisted principally of his base salary, 2023 ACI award payout at 30.3% of target, PSU vesting of approximately $138,000 and quarterly vesting of RSUs in the aggregate amount of approximately $1,188,000.
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Ganesh Ayyar
EVP and President, Intuitive Operations and Automation and Industry Solutions
Key responsibilities and career highlights
Mr. Ayyar has been our Executive Vice President and President, Intuitive Operations and Automation since July 2022 and assumed additional responsibilities for Industry Solutions in April 2023. In his role, he oversees a global team of associates in providing business process services, automation services and platform services to clients. Previously, he was EVP and President, Digital Operations, from August 2019 to June 2022. Prior to that, he was the CEO of Mphasis (a global IT services company listed in India), from 2009 to 2017. He was recognized as the CEO of the Year in 2016 by CEO Connections for his successful track record of transformation initiatives and market value enhancements.
Age
62
Cognizant Tenure
5 years
Education
University of Madras, India – BCom
Institute of Chartered Accountants of India - Chartered Accountancy
Committee assessment and target direct compensation
The Compensation Committee, at its meeting in February 2023, evaluated Mr. Ayyar’s prior year performance, the company’s growth and transformation initiatives and strategic priorities, and the compensation information provided by Pay Governance for executives with similar responsibilities in the company’s peer group for 2023. Based on these considerations, the Compensation Committee determined that Mr. Ayyar’s target direct compensation for 2023 should be increased to approximately $3,126,000 (8% increase vs. 2022) to reflect the continued performance of the integrated practice area under his oversight.
The specific components of Mr. Ayyar’s 2023 target direct compensation were as follows: (i) base salary of S$958,000 (Singapore dollar; approximately US$713,000; an 11% increase vs. 2022 USD salary), (ii) ACI target of S$958,000 (approximately US$713,000; an 11% increase vs. 2022 USD ACI), (iii) PSUs of $850,000 (a 6% increase vs. 2022) and (iv) RSUs of $850,000 (a 6% increase vs. 2022). His ACI award was based 40% on the overall company ACI metrics and targets like the other NEOs, with the remaining 60% based on metrics and targets specific to the Intuitive Operations and Automation business unit: (i) 35% based on constant currency revenue growth of the integrated practice and (ii) 25% based on integrated practice profit.
SEC compensation
Mr. Ayyar’s SEC compensation was lower than his target direct compensation primarily due to his 2023 ACI award payout being 44.9% of target, which was partially offset by his receipt of a transition grant of approximately $100,000 in RSUs in connection with his increased compensation (see page 50 for additional information on transition awards) and the higher value of the PSUs as reported for SEC compensation versus in target direct compensation.
Realized compensation
Mr. Ayyar’s 2023 realized compensation was lower than his target direct compensation primarily because many of his PSU grants are expected to vest in future periods and because his 2023 ACI award payout amount was lower than the target amount. His realized compensation for 2023 consisted principally of his base salary, 2023 ACI award payout at approximately 44.9% of target (based on the company’s and his integrated practice’s 2023 performance), PSU vesting of approximately $642,000 and quarterly vestings of RSUs in the aggregate amount of approximately $908,000.
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Becky Schmitt
Former Chief People Officer (until May 5, 2023) Key responsibilities and career highlights
Ms. Schmitt served as our Chief People Officer from February 2020 through May 5, 2023. In this role, she led all aspects of people management and company culture, including attracting world-class, diverse talent and developing a future-ready workforce. Prior to joining Cognizant, she was the Chief People Officer of Sam’s Club, a division of Walmart, from 2018 to 2020 and in various other senior human resources roles at Walmart before that. Prior to joining Walmart in 2016, she spent over 20 years with Accenture in various human resources roles, culminating in her role as HR Managing Director, North America Business from 2014 to ~~2017. He previously was a law firm partner with Freshfields Bruckhaus Deringer. Mr. Friedrich began his legal career as a federal prosecutor, serving in the United States Department~~2016.
Age
50 Cognizant Tenure
3 years
Education
University of ~~Justice (DOJ) for more than 13 years.~~

~~Committee Assessment~~
Michigan, Ann ArborIn 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 – B.A.

Committee assessment and target direct compensation
The Compensation Committee at its meeting in February 2023, evaluated Ms. Schmitt’s prior year performance and compensation information provided by Pay Governance for executives with similar responsibilities in the company’s peer group for 2023. Based on these considerations, the Compensation Committee determined that Ms. Schmitt’s target direct compensation for 2023 be set at $4,200,000.
The specific components of Ms. Schmitt’s 2023 target direct compensation were as follows: (i) base salary of $700,000, (ii) ACI target of $700,000, (iii) PSUs of $1,400,000 and (iv) RSUs of $1,400,000.
Ms. Schmitt voluntarily terminated her employment with the company effective May 5, 2023.
SEC Compensation
Ms. Schmitt’s SEC compensation in 2023 was slightly higher than her target direct compensation primarily due to the inclusion of the full grant date value of a transition RSU award of approximately $2,500,000 (in addition to regular annual awards) to replace expiring off-cycle awards and ensure continued vesting of Ms. Schmitt’s annual targeted RSU amount (see page 50 for additional information on transition awards). This transition award was larger than typical for such awards because it replaced one of the last RSU awards that was granted on a three-year cycle by the company before it transitioned to the more typical practice of granting annual awards. The value of this transition award in SEC compensation was largely offset by (i) Ms. Schmitt’s forfeiture of her ACI award when she left the company and (ii) her receipt of only a pro rata portion of her annual base salary through the date of termination of her employment.
Realized Compensation
Ms. Schmitt’s realized compensation in 2023 was substantially lower than her target direct compensation primarily because she only received a pro rata portion of her annual base salary through the date of termination of her employment and forfeited her ACI award payout and unvested stock awards (including the transition award discussed above) at the time she left the company in May 2023. Her 2023 realized compensation consisted principally of her base salary through May 2023, quarterly vesting of RSUs in the aggregate amount of approximately $622,000 and PSU vesting of approximately $1,145,000.
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Back to ~~join the Company.~~Contents
~~2018 Proxy Statement~~   33
~~Table~~
Other elements of ~~Contents~~compensation
Broad-based programs
~~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~~Our executive officers ~~except for the CSRP described under “Broad-Based Programs” below.~~are eligible to participate in our broad-based medical, dental, vision, life and accidental death insurance programs, as well as in retirement programs generally available to employees in each applicable country. The availability of these broad-based benefit programs enhances employee morale and loyalty.
~~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~~2004 Employee Stock Purchase Plan (as amended and ~~ESPP~~restated, the “ESPP”), and the Cognizant Technology Solutions Supplemental Retirement Plan (the “CSRP”) on the same basis as ~~all~~ other ~~regular employees.~~
U.S.-based employees (or executives in the case of the CSRP) generally. 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 and an additional year-end match at the rate of 50% of the first 2% contributed (subject to employment at the end of the plan year), subject to applicable plan and U.S. Internal Revenue Service (“IRS”) limits. The matching contributions ~~immediately vest.~~
~~Our U.S.-based executive officers who~~vest after the first year of employment for those hired 2022 or later (those hired prior to 2022 were subject to immediate vesting). To ensure plan compliance, Highly Compensated Employees (“HCEs”) are subject to lower contribution ~~restrictions under our~~limits to the 401(k) ~~savings plan due~~than non-HCEs. Due to ~~statutory limits that apply to highly-compensated employees are eligible to participate in~~these rules, HCEs can avail themselves of the ~~Cognizant Technology Solutions Supplemental Retirement Plan (the “CSRP”) on~~CSRP without forgoing the ~~same basis as all other regular U.S.-based employees.~~company match. 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 forgoing 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 the company. The CSRP allows participants to choose between a tax-deferred variable retirement annuity and a variable (equity investment) life insurance plan. Both the annuity and the life insurance plan offer the ability to exchange the policy for a guaranteed retirement income that cannot be outlived as well as a range of investment options for the executive to choose from.
Our U.K.-based executive officers (including, for 2023 during the period he remained an employee of the ~~Company.~~company, Mr. Humphries) are eligible to participate in our U.K. group personal pension plan on the same basis as other U.K.-based employees generally. Under this plan, we match employee contributions of up to 10% of eligible salary (depending on the employee’s job grade), subject to applicable statutory annual allowance limits. For any excess pension contributions over the annual allowance limits, that an employee may be eligible for under the terms of such employee’s contract of employment, such employee has the option to elect such excess contribution value as a cash allowance, subject to applicable tax law.
~~The 401(k) savings plan, CSRP~~
Our Singapore-based executive officers are eligible to participate in the Central Provident Fund (the “CPF”), which is a statutory benefit program, on the same basis as all other regular Singapore-based employees generally. Under the CPF, we make a matching contribution between 7.5% and ~~other generally available benefit programs allow us to remain competitive for employee talent. We believe that the availability~~17% of the ~~aforementioned broad-based benefit programs generally enhances employee morale and loyalty.~~employee’s monthly wages, depending on the age of the employee. The matching contribution percentage applies to (i) the first S$6,000 in monthly wages (beginning in September 2023, this amount was raised to S$6,300) (“ordinary wages”) plus (ii) an additional wage ceiling amount calculated by subtracting the total annual ordinary wages subject to CPF from S$102,000. This contribution immediately vests.
RETIREMENT, DEATH AND DISABILITY POLICY
Our executive officers and certain other senior employees are eligible to participate in our retirement, death and disability policy.
Eligibility All employees at the vice president level and above
Retirement
Voluntary retirement upon:
•  At least 55 years of age; and
•  At least 10 years of service
Benefits
RSUs continue to settle on the originally scheduled vesting dates following departure (except in the event of (i) death, in which case the vesting and payment of RSUs accelerate and become immediately vested to the time of death, or (ii) disability, in which case RSUs eligible for the policy (as described below) settle on the originally scheduled vesting dates following departure and RSUs ineligible for the policy settle at the time of disability)
•  Applies only to equity awards granted on or after the adoption of the policy and at least 6 months before the individual’s termination of service
PSU awards are prorated based on the portion of the performance measurement period during which the individual was employed before retirement, death or disability (actual performance continues to be assessed on the full original performance measurement period)
ACI / annual bonus at the achieved level for the year during which the departure occurs for departures on or after July 1 of the year (prorated for portion of the year served) or for the prior year (if unpaid at the time of departure) Company-paid health benefits for a period of time following retirement or a departure due to disability
•  Executive vice president or above 18 months
•  Senior vice president 12 months
•   Vice president 6 months
Additional Conditions 3 months’ notice before retirement to allow for succession planning, execution of a release and compliance with non-competition and non-solicitation restrictions (subject to administrator discretion and where permitted by law)
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Perquisites
We seek to maintain an egalitarian culture in our facilities and operations. The ~~Company’s~~company’s philosophy is to provide a minimal ~~amount~~number 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~~executives’ 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,~~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~~during his tenure as CEO of the company, we provided Mr. Humphries with a corporate apartment in New York as a result of his frequent travel to our New York office.
Company policies impacting compensation
Executive stock ownership guidelines
Our stock ownership guidelines are designed to further align the interests of our senior leadership, including our NEOs, with those of our shareholders. Under the guidelines, our CEO and ~~vehicle rentals~~each direct report of the CEO who is at the level of EVP or higher is required over time to hold a number of shares (including a portion of the shares underlying restricted stock units) with a value equal to the applicable multiple of annual base salary. The annual base salary utilized in the calculation is the annual base salary applicable as of the date an individual becomes subject to the stock ownership guidelines. The stock price used to assess compliance is the closing price per share of the company’s common stock on the first trading day of the fiscal year in which compliance is being assessed. Compliance is required within five years of an officer becoming subject to the guidelines, subject to limited exceptions for ~~security purposes. Mr. D’Souza does not reimburse~~hardship or other personal circumstances as determined by the ~~Company~~Compensation Committee. As of April 8, 2024, none of our currently employed NEOs had yet reached their five-year deadline 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~~compliance with the ~~receipt~~stock ownership guidelines; however, Mr. Gummadi, Mr. Kim and Mr. Ayyar had sufficient shares to be in compliance with our stock ownership guidelines for 2024. In addition, at the time of ~~such services.~~their departures from their roles as CEO and CFO, respectively, of the company, each of Mr. Humphries and Mr. Siegmund also held sufficient shares to be in compliance with our stock ownership guidelines.
~~Executive Stock Ownership Guidelines~~
Hedging, short sale, margin account and pledging prohibitions
~~CEO~~ 6x~~annual base salary~~
~~The Company adopted revised stock ownership guidelines in March 2017 to further align~~Our insider trading policies include 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.following prohibitions:
~~Other NEOs~~ 4x~~annual 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~~Hedging or ~~speculation with respect to Cognizant securities.~~Speculation All of the ~~Company’s~~company’s directors, executive officers and other employees are prohibited from purchasing or selling puts, calls and other derivative securities of the ~~Company~~company or any other derivative security that provides the equivalent of ownership of any of the ~~Company’s~~company’s securities or an opportunity, ~~direct~~directly or ~~indirect,~~indirectly, to profit from the change in value of the ~~Company’s~~company’s securities.
● No ~~short sales of Cognizant securities.~~Short Sales All of the ~~Company’s~~company’s directors, executive officers and other employees are prohibited from engaging in short sales of ~~Cognizant~~company securities, preventing such persons from profiting from a decline in the trading price of the ~~Company’s~~company’s common stock.
● No ~~margin accounts with Cognizant securities.~~Margin Accounts~~The Company’s~~ All of the company’s directors, ~~and certain of its senior~~executive officers and other ~~specified “insiders,” including the NEOs,~~employees are prohibited from using ~~Company~~company securities as collateral in a margin account.
● No ~~pledging~~Pledging All of ~~Cognizant securities.The Company’s~~the company’s directors, ~~and certain of its senior~~executive officers and other ~~specified “insiders,” including the NEOs,~~employees are prohibited from pledging ~~the Company’s~~company securities as collateral for a loan, or modifying an existing pledge.
Clawback ~~Policy~~policies
In 2023, we adopted a Rule 10D-1 compensation recoupment (clawback) policy (the “Rule 10D-1 Policy”) that complies with the final listing standards from Nasdaq implementing Exchange Act Rule 10D-1. This policy mandates recovery of certain erroneously awarded incentive-based compensation from Section 16 officers (as defined under the Exchange Act), including the NEOs, following accounting restatements due to material noncompliance with any financial reporting requirements that impacts the performance period for such incentive-based compensation. The ~~Company maintains~~Rule 10D-1 Policy generally extends to incentive based compensation received during the three fiscal years preceding the date on which the company is required to prepare the accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a ~~Clawback Policy, which applies~~“no fault” basis, without regard to ~~all NEOs~~whether any misconduct occurred and ~~certain other members~~without regard to whether the covered officer was responsible for the erroneous financial statements.
We also amended our existing clawback policy in 2023 to work in tandem with the Rule 10D-1 Policy. The key provisions of ~~management.~~our amended clawback policy are set forth below.
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~~When Clawback Policy May Apply~~
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Covered individuals ~~Compensation Subject to Clawback~~
•
Current and former Section 16 officers
•
All executive vice presidents and members of the company’s executive committee
•
All senior vice presidents
No-fault triggering event Company is required to prepare anaccounting restatement due to material noncompliance ~~by the Company~~ with any financial reporting requirement under ~~the~~federal securities laws ~~that~~
Misconduct triggering events
•
A restatement 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~~
~~less~~
~~amount that would have been received based on restated financial results~~
~~…and to the extent the~~~~restatement is caused by an~~ a covered employee’s willful fraud or intentional manipulation of performance measures~~that affect incentive compensation, for such employee…~~ ~~Same as above, but clawback may cover the entire period the employee was subject to the clawback policy~~
~~Employee~~~~engages in illegal~~
•
Illegal or improper conduct that causes significant financial or reputational harm ~~to the Company~~
~~Any portion of incentive compensation~~
~~Employee~~~~has knowledge~~
•
Knowledge of and ~~fails~~failure to report to the Board certain improper conduct
•
Gross negligence in fulfilling supervisory responsibilities
Compensation subject to clawback
(no-fault)
Any incentive-based cash compensation or equity compensation granted, vested or settled on the basis of ~~Directors~~ a financial reporting measure
Compensation subject to clawback
(misconduct)
All compensation under the ~~conduct of any other employee or agent of the Company who engages in any of the conduct~~no-fault clawback scenario described aboveplus discretionary bonuses, time-based awards and performance-based awards
Amount of compensation subject to clawback
(no-fault)
~~Any portion of~~Excess incentive compensation that would not have been earned under restated results
~~Employee is~~~~grossly negligent in fulfilling his or her supervisory responsibilities~~
Amount of compensation subject to ~~prevent any employee or agent of the Company from engaging in any of the conduct described above~~clawback
(misconduct)
~~Any portion of incentive~~Up to all covered compensation
Equity ~~Grant Practices~~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)~~date). In addition, the ~~Board~~Compensation Committee has authorized, ~~an executive~~subject to various limitations, a committee comprised of members of the executive management team to grant ~~options~~stock-based equity awards to certain newly hired and existing employees (including in certain cases employees hired through acquisitions), excluding executive officers and certain other ~~than employees subject to Section 16 reporting as defined by~~senior employees. None of the ~~SEC.~~
~~The~~Board, Compensation Committee, ~~and the Board do not~~or executive management team committee engage in any market timing ofwith regards to the stock-based equity awards made to executive officers or other award recipients. It is the ~~Company’s~~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~~assessment
The 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 the ~~Company’s~~company’s value or reward poor judgment by executives. Several features of the ~~Company’s~~company’s compensation ~~programs~~program reflect sound risk management practices. Notably, the Compensation Committee believes compensation has been allocated among ~~base salary~~cash and equity and short and long-term compensation ~~target opportunities~~elements in such a way as to not encourage excessive risk-taking, but rather to reward meeting strategic ~~Company~~company goals that enhance ~~stockholder~~shareholder value. In addition, the Compensation Committee believes that the mix of equity award instruments used under the ~~Company’s~~company’s long-term incentive program (full value awards as well as the multi-year vesting of the equity awards) also ~~mitigates~~minimize excessive risk-taking that might lead to short-term returns at the expense of long-term value creation. We also set stock ownership guidelines for our CEO and certain other members of senior leadership to help mitigate potential compensation risk (see page 66). Additionally, prior to determining the performance by the company against the targets for performance-based compensation (ACI and ~~properly accounts~~PSUs), the Compensation Committee adjusts the targets for the ~~time horizon~~impact of ~~risk.~~
~~The~~acquisitions completed during the performance period in order to discourage excessive risk-taking with respect to M&A transactions. In sum, the Compensation Committee believes that the ~~Company’s~~company’s compensation policies do not create risks that are reasonably likely to have a material adverse effect on the ~~Company.~~company.
~~2018 Proxy Statement~~   35
Severance benefits
~~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 covered employees who are employed as of the end of the year. Prior 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 qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation. As part of the Tax 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 permit the payment of compensation deductible 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 Tax Reform Act’s limited transition relief rules.
~~Ongoing and Post-Employment Compensation~~
We have entered into ~~Amended~~executive employment and ~~Restated Executive Employment~~non-disclosure, non-competition and ~~Non-Disclosure, Non-Competition and Invention Assignment Agreements~~invention assignment agreements (collectively, the “Employment Agreements”) with each of ~~the NEOs~~Mr. Kumar, Mr. Dalal, Mr. Gummadi, Mr. Ayyar and Mr. Kim under which certain payments and benefits would be provided should ~~the~~such NEO’s employment terminate under certain circumstances, including in connection with a change in ~~control.~~
control (see page 78). While they were employed with the company, Mr. Humphries, Mr. Siegmund and Ms. Schmitt also had Employment Agreements with the company. 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~~our 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 under the Employment Agreements are fair and reasonable in light of ~~the years~~market practices for executives of ~~service~~a similar level of experience as our NEOs, ~~have rendered us (average tenure of over 15 years),~~ the level of dedication and commitment ~~they have rendered us over that period,~~of our NEOs, the contributions ~~they~~our NEOs have made to our growth and financial success and the value we expect to receive from retaining ~~their~~the continued services of our NEOs, including during challenging transition periods following a change in control.
~~No Tax Gross-ups~~
on
SENIOR EXECUTIVE CASH SEVERANCE POLICY
The Board has adopted a Senior Executive Cash Severance
~~Benefits~~ Policy, which provides that the company will not enter into any new employment agreement or severance or separation arrangement or agreement with any senior executive of the company, or establish any new severance plan or policy covering any senior executive of the company, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the senior executive’s base salary plus target bonus for the year of termination, without seeking shareholder approval or ratification of such agreement, arrangement, plan or policy.
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NO TAX GROSS-UPS ON SEVERANCE BENEFITS
None of the NEOs is entitled to any tax gross-up payments for ~~the~~any tax liability they incur with respect to ~~such~~ severance ~~benefits.~~
benefits or other change in control-related payments. 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~~payments upon termination or ~~Change~~change in ~~Control”~~control” starting on page ~~42.~~78.
Termination of Brian Humphries as CEO and related severance payments
On January 12, 2023, the Board of Directors named Ravi Kumar S as CEO and member of the Board, effective immediately. Mr. Kumar succeeded Brian Humphries. Mr. Humphries’ separation was considered an involuntary termination without cause under his Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement dated April 1, 2019 (as amended by a letter agreement dated as of December 9, 2022, relating to the currency in which his 2023 base salary and corresponding ACI payments would be denominated, the “Humphries Employment Agreement”), which was further amended as part of the termination and related transition.
The letter agreement provided that, to assist in facilitating the transition of the CEO role, Mr. Humphries would remain an employee of Cognizant Worldwide Limited, a subsidiary of the company, and continue to receive his existing base salary and vesting of outstanding equity awards pursuant to their terms through March 15, 2023, during which time he would serve as a special advisor to the company. In addition, subject to Mr. Humphries’ execution and non-revocation of a release of claims against the company and the Humphries Employment Agreement, subject to his continued employment with the company through March 15, 2023 he received the following:
•   his annual cash incentive for 2022 based on the company’s actual performance, which was paid in March 2023,
•   continued payment of his salary and benefits through March 15, 2023,
•   continued vesting of outstanding equity awards in accordance with their terms through March 15, 2023,
•   payment for his accrued but untaken vacation, and
•   following March 15, 2023, the severance benefits to which he would have been entitled on the basis of an involuntary termination without Cause (as defined in the Humphries Employment Agreement) under the Humphries Employment Agreement, which included:
•   an amount equal to his annual base salary (1,150,000 CHF, or approximately $1.3 million), payable over a one-year period in installments,
•   a lump-sum cash amount equal to his target annual cash incentive for 2023, (2,300,000 CHF, or approximately $2.6 million), and
•   accelerated vesting of 47,369 RSUs with a total value of $2,780,812 that were scheduled to vest between March 15, 2023 and March 15, 2024, which were settled as of March 15, 2023, with all remaining unvested equity awards, including his 2019-2023 CEO new hire PSU award, forfeited.
The payments and benefits received by Mr. Humphries were made to him, among other things, as additional consideration for the post-employment restrictive covenants contained in the Humphries Employment Agreement and, had he violated any such provisions, remaining severance payments could immediately cease and, at any time prior to March 15, 2024, the company could require that the 47,369 shares of common stock he received as a result of accelerated vesting be forfeited and Mr. Humphries be required to pay to the company any profits realized from the sale of such shares. Mr. Humphries was fully responsible for all federal, state, local or foreign taxes due with respect to all payments and awards received under this agreement, including any excise tax.
Although the letter agreement was signed before adoption of the senior executive cash severance policy described on ~~Compensation Committee~~page 67, the severance amounts provided to Mr. Humphries complied with the limits of such policy. His severance payments also aligned with the severance provisions of the original, unamended Humphries Employment Agreement for an involuntary termination without cause and with generally applicable company policy.
The foregoing severance payments were previously disclosed in the company’s 2023 proxy statement. The disclosure has been retained for this year because of Mr. Humphries’ continued status as an NEO for purposes of this proxy statement. There are no additional or new severance arrangements between the company and Mr. Humphries that have not been previously disclosed.
Cognizant   2024 Proxy statement    68
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Compensation Committee ~~Report~~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~~company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, 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~~company’s proxy statement for the ~~2018 Annual Meeting~~2024 annual meeting of ~~Stockholders.~~shareholders. 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~~company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2023.
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~~
ZEIN ABDALLA
VINITA BALI
ERIC BRANDERIZ
ARCHANA DESKUS
LEO S.
MACKAY, JR.
MICHAEL
PATSALOS-FOX
JOSEPH M. VELLI
~~Compensation Committee Interlocks and Insider Participation~~
During the year ended December 31, 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 that has one or more of its executive officers serving as a member of the Board or the Compensation Committee of the Company.
36   Cognizant~~Cognizant Technology Solutions Corporation~~   2024 Proxy statement    69
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~~Table of Contents~~
Executive ~~Compensation Tables and Pay Ratio~~compensation tables
~~2017~~
2023 Summary ~~Compensation Table~~compensation table
The following ~~2017~~2023 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, ~~2015, 2016~~2021, 2022 and ~~2017~~2023 by our CEO, former CEO, CFO, ~~and~~former CFO, each of our three other most highly compensated executive officers who were serving as executive officers at the end of the ~~2017~~2023 fiscal year and one executive officer who would have been among the three most highly compensated executive officers for 2023 had she not left the company prior to the end of 2023 (collectively, the “NEOs”). No executive officers who would have otherwise been includable in such table on the basis of total compensation for the 2017 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
Awards^{1, 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

Name and Principal
Position Year       Salary       Bonus       Stock
Awards       Non-Equity
Incentive
Plan Comp.       All Other
Comp.       SEC Total
Ravi Kumar
Current CEO
2023 $966,036 $750,000 $20,252,245 $585,224 $9,900 $22,563,405
Brian Humphries
Former CEO
          2023 $317,000 — — — $3,899,416 $4,216,416
2022 $1,144,855 — $14,761,593 $1,767,978 $269,469 $17,943,895
2021 $1,230,262 — $14,097,855 $4,086,930 $272,238 $19,687,285
Jatin Dalal
Current CFO
2023 $60,096 $150,000 $3,077,457 $18,203 $47,958 $3,353,714
Jan Siegmund
Former CFO

2023 $850,000 — $5,094,619 $257,465 $12,950 $6,215,034
2022 $850,000 — $5,322,032 $656,320 $9,150 $6,837,502
2021 $800,000 — $4,526,144 $1,328,800 — $6,654,944
Surya Gummadi
EVP & President, Americas
2023 $650,000 $750,000 $2,787,355 $102,960 $10,050 $4,300,365
2022 $522,417 $647,989 $3,256,748 — $7,000 $4,434,154
John Kim
EVP, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary
2023 $700,000 — $3,220,248 $212,030 $12,950 $4,145,228
2022 $650,000 — $2,103,059 $501,891 $9,150 $3,264,100
2021 $654,615 — $2,671,429 $1,079,650 $8,700 $4,414,394
Ganesh Ayyar
EVP and President, Intuitive Operations and Automation and Industry Solutions
2023 $713,264 — $1,817,442 $320,184 $8,459 $2,859,349
2022 $641,636 — $1,947,476 $938,041 $7,403 $3,534,556
Becky Schmitt
Former Chief People Officer
2023 $260,244 — $4,161,155 — $9,556 $4,430,955
^{Year. Under applicable SEC rules, we have excluded compensation for Mr. Gummadi and Mr. Ayyar prior to 2022 and for Mr. Kumar, Mr. Dalal and Ms. Schmitt for years prior to 2023, as they were not NEOs during those years.}
Salary. Salaries are paid in the local currency of the resident jurisdiction of each NEO. The local currency for Mr. Kumar, Mr. Dalal, Mr. Siegmund, Mr. Gummadi, Mr. Kim and Ms. Schmitt is US$. For purposes of this column, (a) Mr. Humphries’ salary has been converted to US$ from CHF at an exchange rate of approximately 1 CHF = $1.11, the 12-month average exchange rate for fiscal year 2023, and (b) Mr. Ayyar’s salary has been converted to US$ from SGD at an exchange rate of approximately S$1 = $0.74, the 12-month average exchange rate for fiscal year 2023. For Mr. Kim, the salary shown in 2021 includes $4,615 of cash paid in lieu of unused vacation (a one-time benefit provided to employees in 2021 in light of the COVID-19 pandemic). For Mr. Humphries and Ms. Schmitt, the salary shown in 2023 includes $49,566 and $13,462, respectively, of cash paid in lieu of unused vacation at the time they left the company. Mr. Humphries’ payment in lieu of unused vacation was made in accordance with the terms of his employment agreement and Ms. Schmitt’s payment was made in accordance with company policy.
Bonus. From time to time, our Compensation Committee determines that a cash bonus is appropriate in light of an NEO’s individual circumstances.
Mr. Kumar. The amount shown in this column represents a one-time cash sign-on bonus received upon his joining the company on January 12, 2023.
Mr. Dalal. The amount shown in this column represents a one-time cash sign-on bonus awarded upon his joining the company on December 4, 2023, with $150,000 paid within 30 days of the start of his employment and the remaining $150,000 to be paid within 30 days after the six-month anniversary of the start of his employment with the company.
Mr. Gummadi. The amount shown in this column for 2023 represents a cash bonus of $750,000 paid upon completion of his interim role of SVP, Americas, which occurred in connection with his promotion to his current position in January 2023.
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~~Represents~~Stock Awards. Amounts shown in this column represent the aggregate grant date fair value of ~~RSUs~~PSUs and ~~PSUs~~RSUs determined in accordance with FASB ASC Topic 718 granted in each respective year. These amounts reflect the company’s accounting expense as required by SEC rules and do not correspond to the actual value that will be realized by the NEO. The reported dollar amounts do not take into account any estimated forfeitures related to continued service vesting requirements. See ~~“Stock-Based Awards”~~pages 50 to 64 for information on ~~page 31 for a description of~~ the terms of the RSUs and PSUs granted during ~~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 2017, if the maximum level of performance is achieved, the grant date fair value for the PSUs will be approximately $14,439,236 for Mr. D’Souza, $9,207,454 for Mr. Mehta, $3,934,035 for Ms. McLoughlin, $2,083,206 for Mr. Chintamaneni and $2,503,889 for Mr. Friedrich. None of the NEOs forfeited any stock awards during the 2017, 2016, or 2015 fiscal years.2023. For information regarding assumptions underlying the valuation of stock-based awards, see the notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the applicable fiscal year.
The grant date fair value of stock awards granted in 2023 are set out below. The 2023-2025 PSUs were generally part of the target direct compensation (“TDC”) for all NEOs other than Mr. Humphries and Mr. Dalal. In addition, “transition grants” of RSUs with front-loaded vesting were granted as well to quickly align target compensation levels to an executive’s new role or to supplement expiring grants that were originally made off-cycle so that the executive would continue to receive the full targeted quarterly value of their awards; these transition grants may result in compensation for purposes of this table in excess of annual TDC amounts. See pages 50, 59 and 61 to 64 for information regarding transition grants of RSUs. In connection with their appointment as CEO and CFO, respectively, Mr. Kumar and Mr. Dalal each also received a one-time award of RSUs. Mr. Kumar also received his CEO New Hire Award of PSUs (see page 50) with a grant date fair value of $3,204,081. Mr. Kim received a special award in February 2023 acknowledging his efforts in connection with the early 2023 CEO transition. These additional one-time awards are reflected in this column but are not included in TDC for Mr. Kumar, Mr. Dalal and Mr. Kim.
     Mr. Kumar      Mr.
Humphries      Mr. Dalal      Mr.
Siegmund      Mr.
Gummadi      Mr. Kim      Mr. Ayyar      Ms.
Schmitt
2023-2025 PSUs - annual grant $7,448,282 — — $2,644,674 $1,187,416 $1,295,344 $917,534 $1,511,201
CEO New Hire Award of PSUs $3,204,081 — — — — — — —
RSUs
Annual grant and transition grants $4,599,942 — $2,312,487 $2,449,945 $1,599,940 $1,424,948 $899,908 $2,649,954
Additional equity grants
(not included in TDC)
$4,999,940 — $764,970 — — $499,956 — —

The grant date fair value of the portion of the 2023-2025 PSUs relating to relative TSR (see pages 49 to 53) and the grant date fair value of the CEO New Hire Award of PSUs shown above are determined in accordance with FASB ASC Topic 718 as an award with a “market condition,” meaning the value is based on the probable outcome of the performance conditions at the time of grant.

The grant date fair values of PSUs granted to our NEOs during 2023, assuming maximum performance (200% for the 2023-2025 annual grant of PSUs and 250% for the CEO New Hire Award of PSUs, in each case based on the closing price on the date of grant), would be as set out below.

PSUs, settlement at
maximum Mr. Kumar Mr. Humphries Mr. Dalal Mr. Siegmund Mr. Gummadi Mr. Kim Mr. Ayyar Ms. Schmitt
2023-2025 PSUs - annual grant $13,799,995 — — $4,899,984 $2,199,990 $2,399,967 $1,699,987 $2,799,919
CEO New Hire Award of PSUs $7,499,846 — — — — — — —

³
Non-Equity Incentive Plan Compensation.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~~ACI program (see pages 49 to 64). ACI is paid in the local currency of the resident jurisdiction of each NEO. The local currency for Mr. Kumar, Mr. Dalal, Mr. Siegmund, Mr. Gummadi and Mr. Kim is US$. For purposes of this column, Mr. Ayyar’s ACI has been converted to US$from SGD at an exchange rate of approximately S$1 = $0.74, the 12-month average exchange rate for fiscal year 2023. Mr. Humphries’ ACI award payout is included in All Other Compensation 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~~Incentive payment at target (see below). Ms. Schmitt forfeited her 2023 ACI award when she terminated her employment with the ~~timing~~company.
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All Other Compensation. We provide our NEOs with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. The costs of these benefits for 2023 are shown in the table below.
     Mr. Kumar      Mr.
Humphries      Mr. Dalal      Mr.
Siegmund      Mr.
Gummadi      Mr. Kim      Mr. Ayyar      Ms.
Schmitt
Corporate apartment^(a) — $58,385 — — — — — —
Home security services — $2,355 — — — — — —
Pension allowance^(b) — $26,053 — — — — — —
CPF matching contribution — — — — — — $8,459 —
401(k) matching contribution $9,900 — — $12,950 $10,050 $6,300 — $9,556
CSRP matching contribution — — — — — $6,650 — —
Monthly severance in lieu of base salary^(c) — $1,066,457 — — — — — —
KPMG tax preparation and filing fees — $153,774 — — — — — —
Incentive payment at target^(c) — $2,559,497 — — — — — —
Moving expenses — $32,895 — — — — — —
Temporary accommodations^(d) — — $28,776 — — — — —
Airline tickets^(d) — — $12,482 — — — — —
NY orientation tour^(d) — — $900 — — — — —
School assistance for child^(d) — — $4,500 — — — — —
EY India and US tax briefing^(d) — — $1,300 — — — — —

*The values of pension allowances and KPMG tax preparation and filing fees provided to Mr. Humphries are converted to US$from GBP at an exchange rate of approximately £1 = $1.24, the 12-month average exchange rate for fiscal year 2023. The values of monthly severance in lieu of base salary and incentive payment at target (also a portion 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 ($2,545,432) and Ms. McLoughlin ($1,038,113) to provide stockholders annual compensation numbers that are more comparable on a year-to-year basis and more indicative of the targeted annual compensation to these 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 $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 $127,271, use of an administrative assistant of the Company for personal matters, which is valued at $6,251, plus a gross-up for taxes related thereto equal to $6,731, and vehicle rentals, which is valued at $1,375, plus a gross-up for taxes related thereto equal to $1,481.
⁷
~~Represents a 401(k) savings plan matching contribution in the amount of $5,750~~severance benefits) and home security services provided to Mr. Humphries are converted to US$from CHF at exchange rate of approximately 1 CHF = $1.11, the 12-month average exchange rate for fiscal year 2023, and the value of the CPF matching contribution provided to Mr. Ayyar is converted to US$from SGD at an exchange rate of approximately S$1 = $0.74, the 12-month average exchange rate for fiscal year 2023.
(a) The company provided Mr. Humphries with a corporate apartment in New York during the term of his employment with the company (see page 66 for further details).
(b) The value of the pension allowance represents the amount of ~~$50,455.~~
⁸
~~Represents~~employer contributions under the U.K. group personal pension plan in excess of the statutory annual allowance limit that is paid to Mr. Humphries as a ~~401(k) savings plan matching contribution~~cash allowance, subject to applicable income tax (see page 65).
(c) The amount shown reflects separation payments provided to Mr. Humphries, which are described in further detail on page 80.
(d) The company provided these services to Mr. Dalal to assist with his relocation to the ~~amount of $2,551 and a CSRP matching contribution in~~U.S. from India, which was necessitated by his appointment as the ~~amount of $5,549.~~
⁹
~~Represents a 401(k) savings plan matching contribution in the amount of $2,750 and a CSRP matching contribution in the amount of $5,350.~~
¹⁰
~~2016 was the first year in which Mr. Chintamaneni was an NEO.~~
¹¹
~~Mr. Friedrich joined the Company in 2017.~~
¹²
Includes relocation costs of $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.company’s new CFO.
~~2018~~
Cognizant   2024 Proxy ~~Statement~~   37statement    72
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~~Table of Contents~~
~~2017~~
2023 Grants of ~~Plan-Based Awards Table~~plan-based awards table
The following table provides certain summary information concerning each grant of an award made to an NEO in the ~~2017~~2023 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
Name       Threshold    Target    Maximum    Threshold    Target    Maximum
Francisco D’Souza 03/02/17    $ 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 03/02/17 $ 267,750 $ 535,500 $ 1,071,000
03/02/17 38,256 76,512 153,024 — — $ 4,603,727
03/02/17 42,304 — — $ 2,545,432
Karen McLoughlin 03/02/17 $ 212,500 $ 425,000 $ 850,000
03/02/17 16,346 32,691 65,382 — — $ 1,967,017
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

Name     Grant Date     Estimated Future Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards:
Number of Shares
of Stock or Units All Other
Stock
Awards:
Number of
Shares of
Stock or
Units     Grant Date
Fair Value
of Equity
Awards
Threshold     Target     Maximum     Threshold     Target     Maximum
Ravi Kumar 4/5/2023 $966,036 $1,932,071 $3,864,142
1/12/2023 23,041 46,082 115,205 $3,204,081
3/6/2023 55,103 110,206 220,412 $7,448,282
1/12/2023 76,804 $4,999,940
2/16/2023 69,318 $4,599,942
Brian Humphries
— — — — — — — — —
Jatin Dalal 12/4/2023 $30,048 $60,096 $120,192
12/4/2023 10,750 $764,970
12/4/2023 32,497 $2,312,487
Jan Siegmund 4/5/2023 $425,000 $850,000 $1,700,000
3/6/2023 19,565 39,131 78,262 $2,644,674
2/16/2023 36,919 $2,449,945
Surya Gummadi 4/5/2023 $325,000 $650,000 $1,300,000
3/6/2023 8,784 17,569 35,138 $1,187,416
2/16/2023 9,041 $599,961
2/16/2023 15,069 $999,979
John Kim 4/5/2023 $350,000 $700,000 $1,400,000
3/6/2023 9,583 19,166 38,332 $1,295,344
2/16/2023 14,692 $974,961
2/16/2023 7,534 $499,956
2/16/2023 6,781 $449,987
Ganesh Ayyar 4/5/2023 $356,632 $713,264 $1,426,528
3/6/2023 6,788 13,576 27,152 $917,534
2/16/2023 12,055 $799,970
2/16/2023 1,506 $99,938
Becky Schmitt 4/5/2023 $123,391 $246,782 $493,564
3/6/2023 11,180 22,360 44,720 $1,511,201
2/16/2023 2,260 $149,974
2/16/2023 37,673 $2,499,980

Estimated Future Payouts Under Non-EquityIncentive Plan Awards. For all NEOs, represents the range of ACI that can be earned by the NEO if the threshold, target and maximum performance targets are achieved. The ACI is prorated if performance levels are achieved between the threshold and target levels or between the target and maximum levels. Performance below the threshold results in no payout to the NEO. See pages 49 and 52 for information regarding the methodology and performance criteria applied in determining these potential cash incentive amounts. The actual ACI paid to each NEO for his or her 2023 performance is reported as “Non-Equity Incentive Plan Comp.” in the 2023 Summary compensation table on page 70. For Mr. Ayyar, such amounts were converted to US$ for purposes of the table above based on the 12-month average exchange rate for fiscal year 2023 of approximately S$1 = $0.74.
Estimated FuturePayouts UnderEquity Incentive PlanAwards. Represents the range of shares that could vest pursuant to PSU awards. The values set out above are for the 2023-2025 PSUs awarded to such individuals in 2023 and included in TDC which are eligible to vest based on revenue growth (measured by revenue adjusted for currency fluctuations and acquisitions), adjusted diluted EPS and relative TSR over the 3-year performance period beginning January 1, 2023 and ending December 31, 2025. See pages 49 to 64 for a description of the terms of the PSUs and the awards to the NEOs. In addition, for Mr. Kumar, includes the value of his CEO New Hire Award of PSUs granted on January 12, 2023 and not included in TDC, which are eligible to vest based on absolute total shareholder return (measured as a CAGR) of the company’s common stock over the four-year performance period beginning January 12, 2023 and ending January 12, 2027. See page 50 for a description of the terms of the CEO New Hire Award of PSUs.
Cognizant   2024 Proxy statement    73
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 (ACI)” on page 30 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 2017 performance is reported as Non-Equity Incentive Plan Comp. in the 2017 Summary Compensation Table on page 37.
²
~~Represents the range of shares that could vest pursuant to PSUs. See “Stock-Based Awards” on page 31 for a description of the terms of the PSUs.~~
³
~~Represents RSUs. See “Stock-Based Awards” on page 31 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 16 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
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38All Other Stock Awards.   ~~Cognizant Technology Solutions Corporation~~
~~Table~~ Represents RSUs granted in 2023. The RSUs granted on February 16, 2023 (other than the 15,069 RSUs granted to Mr. Gummadi, the 6,781 RSUs granted to Mr. Kim, the 1,506 RSUs granted to Mr. Ayyar and the 37,673 RSUs granted to Ms. Schmitt) vest in equal 1/12th installments over three years, commencing on May 16, 2023, and will be fully vested on February 16, 2026. For Mr. Kim, the 7,534 RSUs granted on February 16, 2023 represent a special award acknowledging his efforts in connection with the early 2023 CEO transition and are not included in his target direct compensation. The other RSUs granted on February 16, 2023 to Mr. Gummadi, Mr. Kim, Mr. Ayyar and Ms. Schmitt represent transition awards designed to replace expiring off-cycle awards and ensure continued vesting of ~~Contents~~targeted annual RSU amounts for each executive. They vest in quarterly installments through February 16, 2026, with 1/8th vesting on each of the first four vesting dates, 2/3rds of 1/8th vesting on each of the next four quarters, 1/3rd of 1/8th vesting on each of the next three successive vesting dates and the remainder vesting on the 12th vesting date. See page 50, 59 and pages 61 to 64 for a description of the terms of the RSUs, including transition awards, and the awards to NEOs. For Mr. Kumar, this column also includes 76,804 RSUs granted January 12, 2023, which was a one-time award in connection with his appointment as CEO, vesting in equal 1/4th installments over four successive quarters commencing on April 12, 2023, with full vesting occurring on January 12, 2024. For Mr. Dalal, this column includes (1) 10,750 RSUs granted December 4, 2023, which was a one-time award in connection with his appointment as CFO, vesting in equal 1/4th installments over four successive quarters commencing on March 4, 2024, with full vesting occurring on December 4, 2024 and (2) 32,497 RSUs representing a transition award designed to ensure the vesting of his full RSU target compensation amounts beginning in 2024, vesting in nine successive quarterly installments through March 4, 2026, with 1/5th vesting on the first vesting date, 2/3rds of 1/5th vesting on each of the four successive vesting dates, 1/3rd of 1/5th vesting on each of the next three successive vesting dates and the remainder of such RSUs vesting on the ninth vesting date. See page 50 for a description of our transition awards.
Grant Date Fair Value of Equity Awards. Represents the grant date fair value of the PSUs and RSUs determined in accordance with FASB ASC Topic 718, assuming target achievement for PSUs and, for PSUs relating to relative TSR, based on the probable outcome of the performance conditions at the time of grant. For information regarding assumptions underlying the valuation of stock-based awards, see Note 17 to the Consolidated Financial Statements in our 2023 Annual Report.
Cognizant   2024 Proxy statement    74
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Outstanding ~~Equity Awards~~equity awards at ~~Fiscal Year-End 2017 Table~~fiscal year-end 2023
The following table provides certain summary information concerning outstanding equity awards held by the NEOs as of December 31, ~~2017.~~2023. Our NEOs did not hold any outstanding option awards as of December 31, 2023.
Option Awards¹ Stock Awards
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
Francisco D’Souza 240,000 — —     $ 9.11 12/08/18 — — — —
— — — — — 18,939 ³ $ 1,345,048 — —
— — — — — 47,045 ³ $ 3,341,136 — —
— — — — — 26,872 ⁴ $ 1,908,449 — —
— — — — — 109,063 ⁵ $ 7,745,654 — —
— — — — — — — 119,987 ⁶          $ 8,521,477
Rajeev Mehta — — — — — 9,672 ³ $ 686,905 — —
— — — — — 31,728 ³ $ 2,253,323 — —
— — — — — 13,723 ⁴ $ 974,607 — —
— — — — — 55,696 ⁵ $ 3,955,530 — —
— — — — — — — 76,512 ⁶ $ 5,433,882
Karen McLoughlin 12,500 — — $ 15.53 08/13/18 — — — —
— — — — — 5,062 ³ $ 359,503 — —
— — — — — 12,940 ³ $ 918,999 — —
— — — — — 7,182 ⁴ $ 510,066 — —
— — — — — 29,147 ⁵ $ 2,070,020 — —
— — — — — — — 32,691 ⁶ $ 2,321,715
Ramakrishna Prasad
Chintamaneni — — — — — 1,965 ³ $ 139,554 — —
— — — — — 16,712 ³ $ 1,186,886 — —
— — — — — 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
Matthew W. Friedrich — — — — — 55,004 ³ $ 3,906,384 — —
— — — — — — — 19,413 ⁶ $ 1,378,711

¹Name
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, 2017 have fully vested pursuant to their terms.
Grant Date Stock Awards
²
         Number of
Shares or
Units of
Stock That
Have Not
Vested
Market ~~value was determined based on a closing price~~Value of ~~a share~~
Shares or Units of ~~our common stock~~
Stock That Have
Not Vested¹ Equity Incentive Plan
Awards; Number of ~~$71.02 as~~
Unearned Shares, Units or
Other Rights That Have Not
Vested Equity Incentive Plan
Awards; Market or Payout
Value of ~~December 29, 2017.~~
Unearned
Shares, Units or Other
Rights That Have Not
Vested¹
³Ravi Kumar
~~Mr. D’Souza, Mr. Mehta and Ms. McLoughlin.~~~~Awards shown are time-based RSUs that were granted on November 30, 2015 and March~~
1/12/2023 19,201^{2 2017 and vest on specified dates if the individual is still employed by the Company:} $1,450,252
●Mr. D’Souza: Approximately 9,962 shares are scheduled to vest in March, June, September and December of 2018; and approximately 5,227 shares are scheduled to vest in March, June, September and December of 2019 and also in March 2020.
●Mr. Mehta: Approximately 5,943 shares are scheduled to vest in March, June, September and December of 2018; and approximately 3,525 shares are scheduled to vest in March, June, September and December of 2019 and also in March 2020.
●Ms. McLoughlin: Approximately 2,704 shares are scheduled to vest in March, June, September and December of 2018 and approximately 1,438 shares are scheduled to vest in March, June, September and December of 2019 and also in March 2020.
2/16/2023 51,989² $3,926,729
~~Mr. Chintamaneni.~~Awards shown are time-based RSUs that were granted on February 16, 2016, December 1, 2016 and December 12, 2017 and vest on specified dates if Mr. Chintamaneni is still employed by the Company: Approximately 4,694 shares are scheduled to vest in March, June, September and December of 2018 and also in March 2019; approximately 4,301 shares are scheduled to vest June, September and December of 2019; and approximately 2,212 shares are scheduled to vest in March, June, September and December of 2020.
1/12/2023 115,205³ $8,701,434³
3/6/2023
55,103⁶ $4,161,930⁶
~~Mr. Friedrich.~~Brian HumphriesAwards 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 5,500 shares are scheduled to vest in March, June, September, and December of 2018 and 2019 and also in March and June of 2020.
— — — — —
Jatin Dalal 12/4/2023 10,750² $811,948
12/4/2023 32,497² $2,454,498
Jan Siegmund 2/23/2021 2,573² $194,339
3/1/2022 12,093² $913,384
2/16/2023 27,690² $2,091,426
2/23/2021 28,224⁴ $2,131,759⁴
3/1/2022 14,277⁵ $1,078,342⁵
3/6/2023 19,565⁶ $1,477,744⁶
Surya Gummadi 2/23/2021 415² $31,345
5/17/2021 19² $1,435
3/1/2022 2,977² $224,853
7/1/2022 2,572² $194,263
11/15/2022 16,894² $1,276,004
2/16/2023 16,200² $1,223,586
2/23/2021 2,194⁴ $165,713⁴
5/17/2021 2,910⁴ $219,792⁴
3/1/2022 3,496⁵ $264,053⁵
3/6/2023 8,784⁶ $663,456⁶
John Kim 3/29/2021 882² $66,617
3/1/2022 4,007² $302,649
11/15/2022 1,250² $94,413
2/16/2023 20,909² $1,579,257
2/23/2021 1,880⁴ $141,996⁴
3/29/2021 9,954⁴ $751,826⁴
3/1/2022 5,827⁵ $440,113⁵
3/6/2023 9,583⁶ $723,804⁶
Ganesh Ayyar 3/1/2022 583² $44,034
11/15/2022 5,835² $440,718
2/16/2023 9,984² $754,092
2/23/2021 8,780⁴ $663,153⁴
3/1/2022 4,662⁵ $352,121⁵
3/6/2023 6,788⁶ $512,698⁶
Becky Schmitt — — — — —
~~2018~~
Cognizant   2024 Proxy ~~Statement~~   39statement    75
~~Table of Contents~~
⁴
~~2016 Performance Measurement Period PSUs.~~~~Represents the number of shares that are eligible to vest based on PSUs with a 2016 performance measurement period. 1/3~~^rd~~vested on May 31, 2017 (not shown) and the remaining 2/3~~^rdsvest on November 30, 2018 (subject to continued employment through such 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” on page 31 for additional information.

⁵
~~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 and 2017). 1/3~~^rd~~vest on July 1, 2018 and the remaining 2/3~~^rdsvest 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.

^aBack to Contents ~~Compound annual growth of component required to achieve target vs. 2015 actual.~~
1  Market value was determined utilizing the closing price of our common stock of $75.53 on December 29, 2023, and the performance level for each award as indicated in footnotes 3 through 6 below.
2  Amounts shown represent the following with respect to RSUs:
Mr. Kumar. Awards shown are time-based RSUs that were granted on January 12, 2023 and February 16, 2023, respectively, and vest on specified dates if Mr. Kumar is still employed by the company. A total of 42,307 shares are scheduled to vest in January, February, May, August and November of 2024; a total of 23,106 shares are scheduled to vest in February, May, August and November of 2025; and a total of 5,777 shares are scheduled to vest in February of 2026.
Mr. Dalal. Awards shown are time-based RSUs that were granted on December 4, 2023 and vest on specified dates if Mr. Dalal is still employed by the company. A total of 30,249 shares are scheduled to vest in March, June, September and December of 2024; a total of 10,831 shares are scheduled to vest in March, June, September and December of 2025; and a total of 2,167 shares are scheduled to vest in March of 2026.
Mr. Siegmund.Awards shown are time-based RSUs that were granted on February 23, 2021, March 1, 2022 and February 16, 2023, respectively, and would vest on specified dates if Mr. Siegmund was still employed by the company. As of December 31, 2023, a total of 24,592 shares are scheduled to vest in February, March, May, June, August, September, November and December of 2024; a total of 14,687 shares are scheduled to vest in February, March, May, August and November of 2025; and a total of 3,077 shares are scheduled to vest in February of 2026.
Mr. Gummadi. Awards shown are time-based RSUs that were granted on February 23, 2021, May 17, 2021, March 1, 2022, July 1, 2022, November 15, 2022 and February 16, 2023, respectively, and vest on specified dates if Mr. Gummadi is still employed by the company. A total of 21,503 shares are scheduled to vest in each month of 2024; a total of 16,191 shares are scheduled to vest in January, February, March, April, May, July, August and November of 2025; and a total of 1,383 shares are scheduled to vest in February of 2026.
Mr. Kim. Awards shown are time-based RSUs that were granted on March 29, 2021, March 1, 2022, November 15, 2022 and February 16, 2023, respectively, and vest on specified dates if Mr. Kim is still employed by the company. A total of 15,079 shares are scheduled to vest in February, March, May, June, August, September, November and December of 2024; a total of 9,833 shares are scheduled to vest in February, March, May, August and November of 2025; and a total of 2,136 shares are scheduled to vest in February of 2026.
Mr. Ayyar. Awards shown are time-based RSUs that were granted on March 1, 2022, November 15, 2022 and February 16, 2023, respectively, and vest on specified dates if Mr. Ayyar is still employed by the company. A total of 9,930 shares are scheduled to vest in February, March, May, June, August, September, November and December of 2024; a total of 5,404 shares are scheduled to vest in February, March, May, August and November of 2025; and a total of 1,068 shares are scheduled to vest in February of 2026.
3  2023-2026 CEO PSUs (New Hire). Based on performance through December 31, 2023, the number of units and the payout value shown above assume a payout at maximum. Represents the number of unearned shares not vested equal to the maximum number of shares to be settled under the award for PSUs granted in 2023 with a market condition, as described in FASB ASC Topic 718, and a four-year performance measurement period beginning January 12, 2023. See page 50 for additional information.
4  2021-2023 PSUs. The number of units and the payout values are based on actual payout at approximately 91.4% of target, as certified by the Compensation Committee, and such shares vested on March 15, 2024 (after compliance with the requirement of continued employment through such date). See pages 50 to 53 for additional information on these PSUs.
5  2022-2024 PSUs. Based on performance through December 31, 2023, the number of units and the payout values shown above assumed a payout at threshold. Represents the number of unearned shares not vested equal to the threshold number of shares to be settled under the award for PSUs granted in 2022 with a 3-year performance measurement period (combined performance of the company for 2022, 2023 and 2024). See pages 50 to 54 for additional information. After the Compensation Committee determines, based on the performance for fiscal 2022, 2023 and 2024, the number of shares that may vest, such shares are expected to vest no later than March 15, 2025 (subject to continued employment through such date).
6  2023-2025 PSUs. Based on performance through December 31, 2023, the number of units and the payout values shown above assumed a payout at threshold. Represents the number of unearned shares not vested equal to the threshold number of shares to be settled under the award for PSUs granted in 2023 with a 3-year performance measurement period (combined performance of the company for 2023, 2024 and 2025). See pages 50 to 54 for additional information. After the Compensation Committee determines, based on the performance for fiscal 2023, 2024 and 2025, the number of shares that may vest, such shares are expected to vest no later than March 15, 2026 (subject to continued employment through such date).
Cognizant   2024 Proxy statement    76

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~~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 2017/18 performance measurement period. The actual number of shares of stock that may vest will be determined by the Company’s combined 2017 and 2018 performance versus target levels on two metrics: revenue (50% of the award) and non-GAAP EPS (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 2017 and 2018 measurement period, the number of shares that may vest, such shares will vest as follows: 1/3^rd~~on July 1, 2019 and the remaining 2/3~~^rds~~on January 1, 2020 (subject to continued employment through such dates). See “Stock-Based Awards” on page 31 for additional information.~~
~~2017~~
2023 Option ~~Exercises~~exercises and ~~Stock Vested Table~~stock vested table
None of our NEOs held or exercised any options during 2023. 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, ~~2017.~~2023.
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
Francisco D’Souza 240,000 $ 15,115,810 170,288 $ 11,970,251
Rajeev Mehta — — 89,533 $ 6,293,377
Karen McLoughlin 7,500 $ 425,608 44,121 $ 3,100,267
Ramakrishna Prasad Chintamaneni 10,000 $ 489,368 32,260 $ 2,224,019
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, 83,891; Mr. Mehta, 53,626; Ms. McLoughlin, 22,886; Mr. Chintamaneni, 16,334; and Mr. 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, including any dividend equivalents payable on vesting.
Name Stock Awards
Number of Shares
Acquired on
Vesting Date          Value Realized on
Vesting
Ravi Kumar 74,932 $4,910,605
Brian Humphries 160,187 $9,647,319
Jatin Dalal — —
Jan Siegmund 48,649 $3,227,720
Surya Gummadi 26,020 $1,735,284
John Kim 19,871 $1,325,541
Ganesh Ayyar 24,129 $1,548,625
Becky Schmitt 27,857 $1,767,536

40Stock Awards.   ~~Cognizant Technology Solutions Corporation~~ The number of shares shown in the table reflects the gross number of shares each NEO was entitled to receive upon vesting of the underlying PSUs or RSUs. 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. 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 dates, including any dividend equivalents payable on vesting.
~~Table of Contents~~
~~2017~~
2023 Pension ~~Benefits Table~~benefits and non-qualified deferred compensation
None of ~~the~~our NEOs ~~participated~~were participants in any plan that provided payments or other benefits at, following, or in connection with retirement in 2023 other than the broad-based defined ~~benefit pension plan~~contribution plans. Further, none of our NEOs participate in ~~2017.~~any nonqualified deferred compensation plan.
~~2017 Nonqualified Deferred Compensation Table~~Cognizant   2024 Proxy statement    77
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Potential payments upon termination or change in control
Overview of potential payments
Employment Agreements
We have entered into employment agreements with our NEOs that provide certain benefits if such employees are terminated without Cause or leave for Good Reason (each, a “Qualifying Termination” — see “What is a ‘Qualifying Termination’?” below for more details). Such benefits are adjusted in the event the Qualifying Termination occurs within the 12 months following a change in control. The employment agreements also provide for certain benefits in the event of the NEO’s death. The table below summarizes the benefits under the employment agreements, as applicable to each of our NEOs set forth below. Ms. Schmitt had an employment agreement while she served as Chief People Officer of the company, which contained benefit provisions in line with those below. However, when she voluntarily terminated her employment with the company effective May 5, 2023, she ceased to be entitled to such benefits and did not receive any qualifying termination payment.
Termination
Event Employment
Agreement
Version Salary and ACI Benefits Unvested
RSUs/
Time-Based
Awards Unvested PSUs /
Performance-Based Awards
Performance
Measurement Period
Ended; Performance
Objectives Satisfied Performance
Measurement
Period Not
Ended
Qualifying Termination – no Change inControl Kumar, Dalal, Siegmund, Gummadi, Kim and Ayyar 1x…base salary, payable over 12 months
…ACI (100% of target), payable in a lump sum 18 months of reimbursement for COBRA premiums, as applicable Acceleration of awards that would otherwise vest in the next 12 months Acceleration of awards that would otherwise vest in the next 12 months Forfeited
Qualifying Termination – within 12 months of Change in Control Kumar, Dalal, Siegmund, Gummadi, Kim and Ayyar 2x…base salary, payable over 24 months
…ACI (100% of target), payable in a lump sum 18 months of reimbursement for COBRA premiums, as applicable Acceleration of entire award Acceleration of entire award Vesting of pro-rata amount (based on portion of performance period elapsed and performance results as of change in control date)
Death Kumar, Dalal, Siegmund, Gummadi, Kim and Ayyar Prorated ACI (100% of target), payable in a lump sum None Acceleration of entire award Acceleration of entire award Vesting of pro-rataamount (based on portion of performance period elapsed and performance results prior to death)
What is a “qualifying termination”?
Termination without “Cause”
“Cause” is defined as:
• Willful malfeasance or willful misconduct in connection with employment;
• Continuing failure to perform duties requested;
• 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.
Leaving for “Good Reason”
“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 executive officer’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.
Cognizant   2024 Proxy statement    78
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Limitations on severance
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.
In March 2023, the Board adopted the Senior Executive Cash Severance Policy (the “Policy”). This Policy provides that the company will not enter into any new employment agreement or severance or separation arrangement or agreement with any senior executive of the company, or establish any new severance plan or policy covering any senior executive of the company, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the senior executive’s base salary plus target bonus for the year of termination, without seeking stockholder approval or ratification of such agreement, arrangement, plan or policy.
Benefits under the retirement, death and disability policy
As described on page 65, Cognizant has adopted a retirement, death and disability policy. None of our NEOs currently qualifies for retirement benefits under the policy. However, each of the NEOs ~~participated~~would be eligible for benefits under the retirement, death and disability policy in the event of their death or disability to the extent that their employment agreement does not already provide for such benefits.
Cash severance payments are contingent on the executive officers executing and not revoking a waiver and release of claims against 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 (subject to administrator discretion and where permitted by law). Upon any ~~nonqualified defined contribution~~termination of employment, each executive officer will also be entitled to any amounts earned, accrued and owed but not yet paid as of the termination date and any benefits accrued and earned in accordance with the terms of any benefits plans or ~~other nonqualified deferred~~programs, and these amounts are not conditioned upon the release becoming effective.
Cognizant   2024 Proxy statement    79
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Calculation of potential payments
The following table shows potential payments to our NEOs under the employment agreements and our retirement, death and disability. Except with respect to Ms. Schmitt, potential payments are calculated assuming a (i) that the applicable triggering event occurred on December 31, 2023 as the Qualifying Termination date and, (ii) where applicable, using the closing price of our common stock of $75.53 on December 29, 2023, as reported on Nasdaq and (iii) COBRA premium rate applicable for 2024 based on 2024 election by each applicable NEO. For Mr. Humphries, the table shows the actual termination payments he became entitled to upon leaving the company in March 2023. Ms. Schmitt voluntarily terminated her employment with the company effective May 5, 2023 and was not entitled to any qualifying termination payment.
Name Trigger Salary and
Bonus Benefits Awards
Acceleration/
Extension Total
Ravi Kumar Qualifying Termination Prior to Change in Control $3,000,000 $30,547 $3,195,448 $6,225,995
Qualifying Termination Following Change in Control $6,000,000 $30,547 $18,768,978 $24,799,525
Death or Disability $2,000,000 — $18,768,978 $20,768,978
Retirement — — — —
Termination for Other Reasons — — — —
Jatin Dalal Qualifying Termination Prior to Change in Control $1,500,000 $10,962 $2,284,707 $3,795,669
Qualifying Termination Following Change in Control $3,000,000 $10,962 $3,266,446 $6,277,408
Death or Disability $750,000 — $3,266,446 $4,016,446
Retirement — — — —
Termination for Other Reasons — — — —
Jan Siegmund Qualifying Termination Prior to Change in Control $1,700,000 — $3,989,192 $5,689,192
Qualifying Termination Following Change in Control $3,400,000 — $7,603,303 $11,003,303
Death or Disability $850,000 — $7,603,303 $8,453,303
Retirement — — — —
Termination for Other Reasons — — — —
Surya Gummadi Qualifying Termination Prior to Change in Control $1,300,000 $30,547 $2,009,627 $3,340,174
Qualifying Termination Following Change in Control $2,600,000 $30,547 $4,233,457 $6,864,004
Death or Disability $650,000 — $4,233,457 $4,883,457
Retirement — — — —
Termination for Other Reasons — — — —
John Kim Qualifying Termination Prior to Change in Control $1,400,000 $30,547 $2,032,739 $3,463,286
Qualifying Termination Following Change in Control $2,800,000 $30,547 $4,000,144 $6,830,691
Death or Disability $700,000 — $4,000,144 $4,700,144
Retirement — — — —
Termination for Other Reasons — — — —
Ganesh Ayyar Qualifying Termination Prior to Change in Control $1,426,529 — $1,413,166 $2,839,695
Qualifying Termination Following Change in Control $2,853,057 — $2,677,916 $5,530,973
Death or Disability $713,264 — $2,677,916 $3,391,180
Retirement — — — —
Termination for Other Reasons — — — —
Actual severance paid to former executives who departed during 2023
Brian Humphries¹ Qualifying Termination Prior to Change in Control $3,625,955² $186,669 $2,780,812 $6,593,436

1 Reflects the actual severance amount paid to Mr. Humphries during 2023 as a result of his involuntary termination without cause in March 2023. See “Termination of Brian Humphries as CEO and related severance payments” on page 68 for information on the actual severance benefits he became entitled to upon his termination.
2 Such payments have been converted to US$ from CHF at an exchange rate of approximately 1 CHF = $1.11, the 12-month average exchange rate for fiscal year 2023.
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Equity compensation plan information
The following table provides information as of December 31, 2023 with respect to the shares of our common stock that may be issued under our existing equity compensation plans approved by shareholders, which include the 2023 Incentive Award Plan (the “2023 Plan”), the ESPP, and our prior equity compensation plans, the 2017 Incentive Award Plan (the “2017 Plan”) and the 2009 Incentive Compensation Plan (the “2009 Plan”). The 2023 Plan succeeded the 2017 Plan, which previously succeeded the 2009 Plan. Awards granted under the 2017 Plan and the 2009 Plan remain valid, though no additional awards may be granted from either the 2017 Plan or the 2009 Plan. For additional information on our equity compensation plans, see Note 17 to the Consolidated Financial Statements in ~~2017.~~our 2023 Annual Report.
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 holders 4,766,082 $0.00 36,615,148
Equity compensation plans not approved by security holders — N/A —
Total 4,766,082 $0.00 36,615,148
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights. Excludes purchase rights outstanding under the ESPP. Under such plan, employees may purchase whole shares of stock at a price per share equal to 95% of the fair market value per share on the last day of the purchase period. As of December 31, 2023, 3,272,639 shares of common stock may be issued pursuant to RSUs upon vesting and 1,493,443 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 range from 0% to 200% of the target number (except for Mr. Kumar’s new hire CEO grants, which range from 0% to 250% of the target number) based on the level of achievement of the applicable performance metric(s) and the continued service vesting requirements.
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights. As of December 31, 2023, there were no options to purchase shares outstanding under the 2009 Plan, 2017 ~~Pay Ratio~~Plan or 2023 Plan. No weighting was assigned to PSUs or RSUs as no exercise price is applicable to PSUs or RSUs.
Number of Securities Available for Future Issuance Under Equity Compensation Plans. The securities listed in this column include 25,106,403 shares of common stock available for future issuance under the 2023 Plan. Any shares underlying outstanding awards (which shares are included in the first column of this table) that are forfeited after June 6, 2023 under the 2009 Plan or the 2017 Plan are available for future issuance under the 2023 Plan. Also includes 11,508,745 shares available for future issuance under the ESPP. As of December 31, 2023, there were no outstanding purchase periods under the ESPP.
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CEO pay ratio
We are required by SEC rules and regulations to disclose the annual total compensation for our current CEO, an estimate of the median annual total compensation for our worldwide employee population excluding our current CEO, and the ratio of annual total compensation for our current CEO to the annual total compensation for such median employee. As further described below, we have also included supplemental pay ratio information to show the ratios of the annual total compensation of our current CEO to the annual total compensation of our median employees in the United States.
The following table provides information, based on our reasonable estimates, about the relationship between the annual total compensation of ~~our CEO~~Mr. Kumar and the annual total compensation of our median employees for the year ended December 31, 2023. Mr. Kumar’s annual total compensation for 2023 is substantially higher than the annual total compensation of our former CEO, Mr. Humphries, for 2022 because of certain one-time equity awards that Mr. Kumar received when he assumed the CEO position in January 2023: (a) PSUs with a target value of $3,000,000, and a payout range from 0% to 250% of the target measured over a four-year performance cycle based on absolute total shareholder return of the company’s common stock (see page 50 for additional information on these PSUs) and (b) an equity award consisting of RSUs with a grant date value of $5,000,000, which was a buyout award to replace forfeited equity awards from his previous employer. Because the PSUs are subject to the performance condition described above, the actual payout may differ significantly from the target value attributed to them, including possibly no payout at all. See page 54 for information on the current performance of these PSUs.
Category Median
Employee
Annual Total
Compensation CEO
Annual Total
Compensation Pay Ratio
(CEO: median
employee)
CEO Pay to Worldwide Median Employee Pay
(SEC-required pay ratio disclosure) $40,660 $22,617,945 556 : 1
CEO Pay to U.S. Median Employee Pay
(Supplemental pay ratio information) $125,791 180 : 1

CEO Compensation. For the year ended December 31, 2023, the total compensation for our current CEO, Mr. Kumar, was $22,563,405 as reported in the “SEC Total” column of the Summary Compensation Table on page 70. Since Mr. Kumar was appointed CEO effective January 12, 2023, we annualized his Salary and Non-Equity Incentive Plan Compensation as disclosed in the Summary Compensation Table, and added the disclosed values of his Bonus, Stock Awards and 401(k) company contribution to arrive at a value of $22,617,945, used for the ratio of annual total compensation for our current CEO to the annual total compensation for our median employee. We annualized Mr. Kumar’s total compensation as follows:
Current CEO pay components Compensation included in        Rationale
Summary
compensation
table Annual total
compensation
for CEO pay ratio
Salary $966,036 $1,000,000 Annualized salary
Bonus $750,000 $750,000 Not annualized; one-time cash sign-on bonus
Stock awards $20,252,245 $20,252,245
Not annualized; comprised of:
•
annual grant of 110,206 PSUs with grant date fair value of $7,448,282 and 69,318 RSUs with grant date fair value of $4,599,942 and
•
one-time grant of 46,082 PSUs with grant date fair value of $3,204,081 and 76,804 RSUs with grant date fair value of $4,999,940
Non-equity incentive plan compensation $585,224 $605,800 Annualized earned ACI
All other compensation $9,900 $9,900 Not annualized; maximum allowed 401(k) company contribution for 2023
Total $22,563,405 $22,617,945
Employees Included. The company had approximately 347,700 employees as of December 31, ~~2017.~~
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.~~~~The Company had approximately 260,000 employees worldwide as of December 31, 2017, including approximately 50,400~~2023, with 254,000 in India, 40,500 in North America, ~~approximately 13,800~~16,300 in Continental Europe, 8,500 in the United Kingdom and ~~approximately 195,800~~28,400 in various other locations throughout the rest of the ~~world, including approximately 180,000 in India.~~world. In identifying the worldwide median employee, we included all of such employees, except for ~~our CEO~~Mr. Kumar and approximately ~~600~~1,200 employees of ~~Netcentric~~OneSource Virtual and ~~Zone,~~Mobica, which businesses we acquired during 2023 (collectively, the ~~fourth quarter of 2017.~~“2023 Acquired Companies”). In identifying the U.S. median employee, we included all ~~U.S.~~ employees in the United States except for ~~our CEO.~~Mr. Kumar and employees of the 2023 Acquired Companies. We did not include any independent contractors in either calculation.
Compensation Included.In identifying the ~~worldwide and U.S.~~ median employees, we used the actual salary, bonus and ~~annual cash incentive~~ACI for 2023 (in each case annualized for full-time employees who joined during ~~2017)~~2023 and estimated where final bonus amounts had not yet been determined as of the date of this filing (approximately 850 employees’ bonuses)) and the grant date fair value of PSUs and RSUs awarded during ~~2017~~2023 for each applicable employee as of December 31, ~~2017.~~2023. Where there were multiple employees with the resulting median compensation, we calculated each of such ~~employees’~~employee’s annual total compensation in the same manner as the “SEC Total” of compensation shown for ~~our CEO~~Mr. Kumar in the ~~“2017~~“2023 Summary ~~Compensation Table”~~compensation table” on page ~~37.~~70. We used such annual total compensation to identify the median of such employees and for disclosure of median employee pay ~~herein.~~herein (averaged where the median fell between two employees).
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Currency Conversion.For employees receiving their compensation in a currency other than ~~U.S. dollars,~~US$, we ~~translated~~converted such compensation to ~~U.S. dollars at~~US$ based on the 12-month average ~~monthly~~ exchange rates for ~~2017.~~2023.
Cost-of-Living Adjustment.We applied a cost-of-living adjustment to the compensation of each of our employees ~~resident~~residing in a jurisdiction other than ~~the jurisdiction in which our CEO resides~~Mr. Kumar’s principal work location (the United States) in order to adjust the compensation of such employees to the jurisdiction ~~in which our CEO resides.~~of Mr. Kumar’s’ principal work location. In making such cost-of-living adjustments, we used the cost-of-living index for the country in which the employee iswas based for all employees not based in the United States. Each such cost-of-living index, including that for India ~~(27.48)~~(22.2), the location of the worldwide median employee, was used to adjust the applicable compensation of employees to the cost-of-living index for the United States ~~(77.23)~~(72.90). All cost-of-living indexes used were as published by Numbeo.com for ~~mid-year 2017.~~full-year 2023. Without application of a cost-of-living adjustment, and after otherwise utilizing the same process described above to identify the worldwide median employee, the worldwide median employee would have been a full-time, salaried employee located in India with annual total compensation of ~~$12,187.~~$13,735. The ratio of the annual total compensation of ~~our CEO~~Mr. Kumar to such median employee’s annual total compensation was ~~1,024~~1,647 : 1.
Supplemental U.S. Median Employee Pay Ratio.The form and amount of ~~our CEO’s~~Mr. Kumar’s annual total compensation is largely influenced by prevailing compensation practices in the United States and the competitive market for senior executive talent. While the market for such talent is global, given that the ~~Company~~company is a U.S.-headquartered, publicly traded company, we believe that it is useful to understand the relationship between the annual total compensation of ~~our CEO~~Mr. Kumar and ~~the median of~~ the annual total compensation of our ~~U.S. employees.~~median employees in the United States.
Pay versus performance table
~~2018 Proxy Statement~~   The following table provides certain summary information concerning the relationship between executive “compensation actually paid” to our principal executive officer (“PEO”) and other NEOs and certain financial performance of the company. 41The “compensation actually paid” does not necessarily reflect the value received or realized by our NEOs or how the compensation committee evaluates compensation decisions in light of company performance. Information on the compensation realized by our NEOs can be found on pages 55 to 64. For further information concerning the company’s pay for performance philosophy and how the company aligns executive compensation with the company’s performance, see “Compensation -- Compensation Discussion and Analysis” beginning on page 45. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Revenue (GAAP)
Year Summary Compensation
Table Total for PEO Compensation Actually
Paid to PEO Average
Summary
Compensation
Table Total
for Non-PEO
NEOs Average
Compensation
Actually Paid
to Non-PEO
NEOs Value of Initial
Fixed $100
Investment
Based On: Net
Income
(GAAP)
($M) Revenue
(GAAP)
($M)
Mr. Kumar Mr.
Humphries Mr. Kumar Mr.
Humphries Total
Share-
holder
Return Peer
Group
Total
Share-
holder
Return
2023   $22,563,405 $4,216,416 $23,063,570 ($11,121,997) $4,217,441 $3,122,360 $129.19 $219.37 $2,126 $19,353
2022 — $17,943,894 — ($949,565) $4,263,584 $808,056 $96.15 $138.98 $2,290 $19,428
2021 — $19,687,285 — $22,375,791 $5,654,584 $6,736,685 $146.87 $193.55 $2,137 $18,507
2020 — $13,807,940 — $21,897,726 $7,511,754 $8,998,439 $133.96 $143.88 $1,392 $16,652

Summary Compensation Table Total for PEO.During 2023, Mr. Kumar and Mr. Humphries each served for a period of ~~Contents~~time as our CEO and Mr. Humphries was our CEO for 2020, 2021 and 2022. The dollar amounts shown in these two columns represent the “SEC Total” as set forth in the Summary Compensation Table.

~~Potential Payments Upon Termination~~Compensation Actually Paid to PEO. The dollar amounts shown represent the amount of “compensation actually paid” to Mr. Kumar and Mr. Humphries for 2023, as computed in accordance with Item 402 (v) of Regulation S-K, and do not reflect the total compensation actually realized or ~~Change~~received by Mr. Kumar or Mr. Humphries. In accordance with these rules, these amounts reflect “SEC Total” as set forth in ~~Control~~the Summary Compensation Table for 2023, adjusted as shown below. Equity values are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The methodology assumptions used to compute these values does not materially differ from those used at the time of grant. Mr. Kumar’s compensation actually paid includes certain one-time equity awards received when he assumed the CEO position in January 2023: (a) PSUs with a target value of $3,000,000, and a payout range from 0% to 250% of the target measured over a four-year performance cycle based on absolute total shareholder return of the company’s common stock (see page 50 for additional information on these PSUs) and (b) an equity award consisting of RSUs with a grant date value of $5,000,000, which was a buyout award to replace forfeited equity awards from his previous employer. Because the PSUs are subject to the performance condition described above, the actual payout may differ significantly from the target value attributed to them, including possibly no payout at all. See page 54 for information on the current performance of these PSUs.

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Compensation actually paid to PEO in 2023	Mr. Kumar	Mr. Humphries
Summary Compensation Table Total	$22,563,405	$4,216,416
Less, value of Stock Awards reported in Summary Compensation Table	($20,252,245)	—
Plus, year-end fair value of outstanding and unvested equity awards granted in the year	$15,841,805	—
Plus, fair value as of vesting date of equity awards granted and vested in the year	$4,910,605	—
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years	—	—
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year	—	$133,932
Less, prior year-end fair value for any equity awards forfeited in the year	—	($15,472,345)
Compensation actually paid to PEO	$23,063,570	($11,121,997)

Average Summary Compensation Table Total for Non-PEO NEOs. The dollar amounts shown represent the average of ~~Potential Payments~~the amounts reported as “SEC Total” in the Summary Compensation Table for the company’s NEOs as a group (excluding Mr. Kumar and Mr. Humphries) in each applicable year. For 2023, our non-PEO NEOs are Mr. Dalal, Mr. Siegmund, Mr. Gummadi, Mr. Kim, Mr. Ayyar and Ms. Schmitt. For 2022, our non-PEO NEOs were Mr. Siegmund, Mr. Gummadi, Mr. Ayyar, Mr. Kim, Greg Hyttenrauch and Ursula Morgenstern. For 2021, our non-PEO NEOs were Mr. Siegmund, Mr. Hyttenrauch, Mr. Kim and Rajesh Nambiar. For 2020, our non-PEO NEOs were Mr. Siegmund, Karen McLoughlin, Ms. Schmitt, Malcolm Frank and Matthew Friedrich.

Average Compensation Actually Paid to Non-PEO NEOs. The dollar amounts shown represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Kumar and Mr. Humphries) for 2023, as computed in accordance with Item 402 (v) of Regulation S-K, and do not reflect the total compensation actually realized or received by such NEOs. In accordance with these rules, these amounts reflect “SEC Total” as set forth in the Summary Compensation Table for 2023, adjusted as shown below. Equity values are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP. The methodology assumptions used to compute these values does not materially differ from those used at the time of grant.

Average compensation actually paid to Non-PEO NEOs	2023
Average Summary Compensation Table Total	$4,217,441
Less, average value of Stock Awards reported in Summary Compensation Table	($3,359,713)
Plus, average year-end fair value of outstanding and unvested equity awards granted in the year	$2,335,383
Plus, average fair value as of vesting date of equity awards granted and vested in the year	$322,448
Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years	($121,768)
Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year	$121,144
Less, average prior year-end fair value for any equity awards forfeited in the year	($392,575)
Average compensation actually paid to non-PEO NEOs	$3,122,360

Total Shareholder Return. Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.

Peer Group Total Shareholder Return.The peer group used for this column is the S&P 500 Information Technology Sector Index (S51NFT).

Cognizant Reported Revenue per US GAAP. We have ~~entered into Employment Agreements~~presented revenue, calculated in accordance with ~~our NEOs that provide certain benefits upon such employees being terminated without Cause or leaving~~U.S. GAAP, since revenue, as adjusted for ~~Good Reason (a “Qualifying Termination”). Such benefits are adjusted~~currency fluctuations and acquisitions, is the most significant performance metric in the ~~event~~Company’s ACI and annual PSU awards. In the ~~Qualifying Termination occurs within~~presentation, we have not adjusted the ~~12 months following a change~~revenue amounts for acquisitions because there are differences in ~~control. Following a review by the Compensation Committee~~acquisitions required to be adjusted for ACI and each of the ~~terms~~annual PSU awards due to the timing 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 withtarget-setting process for each of ~~our NEOs in February 2018.~~ the awards. Additionally, we have not adjusted the presented revenue amounts for impacts of currency as currency adjustments are relative to the applicable base year of measurement.

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The table below ~~summarizes~~reflects the ~~benefits under such Employment Agreements as amended and restated~~relationship between the PEO and the ~~benefits~~average Other NEO compensation actually paid and the performance measures shown in the Pay versus performance table annually from 2020 to 2023. For each column below, the amount shown represents the percentage increase or percentage decrease in such item annually from 2020 to 2023; amounts for the relevant years used in such calculations are shown in the Pay versus performance table on page 83.

Period	Compensation Actually Paid to Mr. Kumar	Compensation Actually Paid to Mr. Humphries	Average Compensation Actually Paid to Other NEOs	Company TSR	Peer Group TSR	Net Income	Revenue
2022 to 2023	—	(1,071.3%)	286.4%	34.4%	57.8%	(7.2%)	(0.4%)
2021 to 2022	—	(104.2%)	(88.0%)	(34.5%)	(28.2%)	7.2%	5.0%
2020 to 2021	—	2.2%	(25.1%)	9.6%	34.5%	53.5%	11.1%

The change in Compensation Actually Paid from 2021 to 2022 (a reduction of 104.2% for Mr. Humphries and an average reduction of 88.0% for the other NEOs) is largely due to the impact of the significant reduction in the company’s stock price from $88.72 as of December 31, 2021 to $57.19 as of December 31, 2022 on the value of each NEO’s unvested equity awards. This reduction is reflected in the negative 34.5% company TSR over such period. In contrast, from December 31, 2022 to December 31, 2023, the company’s stock price increased from $57.19 to $75.53, as reflected in the company TSR of 34.4%. However, during such period the company’s revenue and net income suffered from macroeconomic challenges, resulting in relatively low ACI payouts. This reduced payout was offset by increases in the value of each NEO’s equity holdings, resulting in an average 286.4% increase in compensation actually paid to the non-PEO NEOs. In addition, the 1,071.3% decrease in Mr. Humphries’ compensation actually paid from 2022 to 2023 includes the impact of the forfeiture of approximately $15.5 million of equity grants in connection with the termination of his employment.

As described in more detail in the section “Compensation – Compensation discussion and analysis,” the company’s executive compensation program reflects a variable pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus performance table. Moreover, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the company is providing the foregoing descriptions of the relationships between information presented in the Pay versus performance table.

As required, we disclose below the most important measures used by the company to link compensation actually paid to our NEOs for 2023 to company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation -- Compensation discussion and analysis”. These measures are unranked.


•	Revenue, which is utilized in our ACI and PSUs as Revenue adjusted for Currency Fluctuations and Acquisitions (as described on pages 49 to 53)
•	Adjusted Operating Margin(as described on pages 49 and 52
•	Adjusted Diluted Earnings per Share (as described on pages 50, 52 and 53)
•	Relative Total Shareholder Return (as described on pages 50, 51 and 53)

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The Board unanimously recommends a vote FOR the adoption of the company’s Amended and Restated Certificate of Incorporation.

After careful consideration, our Board is asking shareholders to adopt the proposed amendment and restatement of our Restated Certificate of Incorporation (the “Certificate”), in the form attached as Appendix A to this proxy statement (the “Proposed Restated Certificate”). The Proposed Restated Certificate would amend the Certificate to:

•	limit the liability of certain officers of the company as permitted by Delaware law, as described below (the “Exculpation Amendment”);
•	remove or revise obsolete provisions relating to the classification of our Board that are inapplicable because the declassification of our Board was completed in 2016, and include other technical and administrative updates; and
•	restate the Certificate to reflect the foregoing amendments.

Appendix A shows the proposed changes to the Certificate, with deletions indicated by strikeouts and additions indicated by underlining.

The Board approved the Proposed Restated Certificate, and recommended its adoption by the company’s shareholders, on February 28, 2024. If adopted by the company’s shareholders, the Proposed Restated Certificate would become effective upon the filing of that document with the Secretary of State of the State of Delaware. We intend to make the filing promptly after the Annual Meeting.

Pursuant to and consistent with Section 102(b)(7) of the Delaware General Corporation Law (“GCL”), Article X of the Certificate already eliminates the monetary liability of directors for breaches of the duty of care, to the extent permitted by the GCL. Effective August 1, 2022, Section 102(b)(7) of the GCL was amended to permit Delaware corporations to include in their certificates of incorporation limitations of monetary liability for certain officers. The officers who would be exculpated are: (i) the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) individuals who are or were identified in the company’s public filings as its most highly compensated officers; and (iii) individuals who, by written agreement with the company, consented to be identified as officers for purposes of accepting service of process (together, “covered officers”).

Consistent with Section 102(b)(7) of the GCL, the Exculpation Amendment would permit limiting the liability of covered officers for breaches of the fiduciary duty of care for direct claims.

Like the provision limiting the liability of directors, the Exculpation Amendment does not permit the elimination of liability of covered officers for:

•	any breach of the duty of loyalty to the company or its shareholders;
•	any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; or
•	any transaction from which the officer derived an improper personal benefit.

In addition, consistent with Section 102(b)(7) of the GCL, the Exculpation Amendment would not permit the limitation of liability of such officers of the company in any derivative action.

The Exculpation Amendment also simplifies the existing exculpation provision related to directors of the company set forth in Article X by referring to the GCL, instead of specifying each instance wherein exculpation for directors is currently not permissible under the ~~prior versions~~GCL. However, these changes pursuant to the Exculpation Amendment do not have the effect of altering the scope of the current exculpation protections available to our directors.

The Board believes that it is important to extend exculpation protection to officers, to the fullest extent permitted by the GCL, in order to better position the company to attract and retain qualified and experienced officers. In the absence 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~~

~~Current~~

1x
~~…base salary, payable over 12 months~~
~~…annual cash incentive(100% of target),payable in a lump sum~~

~~18 months~~~~ofreimbursementfor COBRApremiums~~

~~Accelerationof awards~~
~~that wouldotherwise vestin the next~~~~12 months~~

~~Acceleration ofawards that wouldotherwise vest in thenext~~~~12 months~~

~~Forfeited~~

~~Previous~~
~~– Prior toFebruary 2018amendmentandrestatement~~

~~22 months~~
~~…base salary, payablein installments~~

~~12 months~~~~ofreimbursementfor COBRApremiums~~

~~QualifyingTermination –within 12 monthsof~~~~Change in~~~~Control~~

~~Current~~

2x
~~…base salary, payableover 24 months~~
~~…annual cash incentive(100% of target),payable in a lump sum~~

~~18 months~~~~ofreimbursementfor COBRApremiums~~

~~Acceleration of~~~~entire award~~

~~Acceleration of~~~~entire award~~~~(based onperformanceas of change incontrol date)~~

~~Previous~~
~~– Prior toFebruary 2018amendmentandrestatement~~

1x

~~…base salary, payableover 12 months~~

~~…annual cash incentive(100% of target),payable in a lump sum~~

~~12 months~~~~ofreimbursementfor 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.~~		~~“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~~protection, such individuals might be deterred from serving as officers due to exposure to personal liability and the risk of ~~Contents~~incurring substantial expense in defending lawsuits, regardless of merit. In addition, the Board believes extending exculpation protection to officers could prevent costly and protracted litigation that distracts our officers from important operational and strategic matters. Aligning the protections available to our officers with those available to our directors to the extent such protections are available under the GCL would empower officers to exercise their business judgment in furtherance of shareholder interests without the potential for distraction posed by the risk of personal liability.

~~The amended~~

Taking into account the narrow class and ~~restated versions of the Employment Agreements also provide the following benefits upon the death of the employee (the prior versions did not include any 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~~type 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~~for which officers would 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~~exculpated in accordance with the ~~terms~~GCL, and the benefits the Board believes would accrue to the company and its shareholders—enhancing our ability to attract and retain talented officers and potentially reducing future litigation costs associated with frivolous lawsuits—the Board determined that the Exculpation Amendment is in the best interests of ~~any benefits plans or programs,~~the company and ~~these amounts are not conditioned upon the release becoming effective. No additional amounts will be paid on termination due to death or disability.~~its shareholders.

~~Calculation~~Cognizant 2024 Proxy statement 86

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The ~~following table shows potential payments~~Certificate currently includes certain references to ~~our NEOs under the Employment Agreements~~requirements in ~~effect on December 31, 2017 (i.e.,~~force prior to the ~~amendment~~completion of the declassification of our Board. Because the declassification of our Board was completed in 2016, these references no longer apply. If the Proposed Restated Certificate is adopted by our shareholders and ~~restatement~~becomes effective, the obsolete references to such requirements will be removed. The Proposed Restated Certificate would also make other administrative and conforming amendments to the Certificate, including the update of ~~such Employment Agreements~~the company’s registered office and the company’s registered agent in ~~February 2018)~~Article II, the expanded use of capitalized defined terms and certain typographical corrections.

All of the foregoing amendments, including amendments to remove obsolete language and make other technical and administrative changes, are shown in the ~~event~~marked copy of the Proposed Restated Certificate attached as Appendix A to this proxy statement.

The Proposed Restated Certificate is set forth in Appendix A to this proxy statement. Approval of the Proposed Restated Certificate requires the affirmative vote of a ~~Qualifying Termination prior to or within 12 months following a change in control. After~~majority of shares outstanding as of the period of 12 months following a change in control, the potential payments upon a Qualifying Termination, absent another change in control, revert to those prior to a change in control as set forth below. Potential payments are calculated assuming a December 31, 2017 Qualifying Terminationrecord date and ~~where applicable, using~~is not conditioned on the ~~closing price~~approval of any other proposal contained in this proxy statement. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

If our shareholders approve this proposal, we will file the Proposed Restated Certificate with the Secretary of State of the State of Delaware, upon which filing the company’s officers will receive the protections from liability afforded by the Exculpation Amendment, the obsolete provisions relating to the previous classification of our ~~common stock~~Board will be removed and the other technical and administrative updates discussed above will be incorporated. If our shareholders do not approve this proposal, we will not file the Proposed Restated Certificate with the Secretary of ~~$71.02 on December 29, 2017, as reported on Nasdaq.~~State of the State of Delaware, our covered officers will not be entitled to exculpation under the GCL, the obsolete provisions relating to the previous classification of our Board will not be removed and the other technical and administrative updates discussed above will not be incorporated into the Certificate. The Board reserves the right to abandon the Proposed Restated Certificate at any time before it becomes effective, even if it is approved by the shareholders.

Name       Trigger       Salary and
Bonus       Benefits       Awards
Acceleration /
Extension       Total
Francisco D’Souza 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 $ 10,834 $ 26,696,418 $ 27,936,207
Death or Disability — — — —
Retirement — — — —
Termination for Other Reasons — — — —
Rajeev Mehta 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 $ 14,574 $ 15,749,537 $ 16,929,611
Death or Disability — — — —
Retirement — — — —
Termination for Other Reasons — — — —
Karen McLoughlin Qualifying Termination Prior to Change in Control $ 916,667 $ 11,221 $ 1,967,964 $ 2,895,852
Qualifying Termination Following Change in Control $ 925,000 $ 11,221 $ 7,225,078 $ 8,161,298
Death or Disability — — — —
Retirement — — — —
Termination for Other Reasons — — — —
Ramakrishna Prasad 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 $ 15,606 $ 6,054,597 $ 6,948,953
Death or Disability — — — —
Retirement — — — —
Termination for Other Reasons — — — —
Matthew W. Friedrich Qualifying Termination Prior to Change in Control $ 962,500 $ — $ 1,562,582 $ 2,525,082
Qualifying Termination Following Change in Control $ 971,250 $ — $ 5,905,455 $ 6,876,705
Death or Disability — — — —
Retirement — — — —
Termination for Other Reasons — — — —

~~2018~~

For the reasons discussed above, the Board believes that approving the Proposed Restated Certificate is in the best interests of the company and its shareholders at this time.

Cognizant 2024 Proxy ~~Statement~~ 43

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statement 87

~~Proposal 3~~
~~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 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 2018 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 vote~~ ~~FOR~~ ~~the Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2018.~~

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The Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024.

What are you voting on?

Our ~~Auditor~~ 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 2024. We are asking our shareholders to ratify this appointment of PwC. Although ratification is not required by our by-laws or otherwise, the Board values the opinions of our shareholders and believes that shareholder 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 2024 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 shareholders.

The Audit Committee is directly responsible for the appointment, compensation (including negotiation and approval of the audit ~~fee)~~fees), retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. ~~Our~~The Audit Committee and its ~~Chairperson~~Chair 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~~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 covered person in the firm and any of ~~its~~their immediate family members isare not permitted to have any direct or material indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and permissible 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.~~company. For lead audit partners and ~~concurring audit~~quality review 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~~company’s independent registered public accounting firm is in the best interests of the ~~Company~~company and its ~~stockholders.~~shareholders.

We ~~Expect PricewaterhouseCoopers LLP to Attend the 2018 Annual Meeting~~

expect PwC representatives ~~are expected~~ to attend the ~~Annual Meeting.~~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.~~shareholders.

44 ~~Cognizant Technology Solutions Corporation~~

~~Table of Contents~~

~~Audit 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 at~~www.cognizant.com. The members of the Audit Committee are independent Directors, as defined in its charter~~

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

~~Table of Contents~~

~~Independent Registered Public Accounting Firm Fees and Other Matters~~

~~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 2016 2017
Audit Fees $ 7,681,100 $ 6,421,600
Audit-Related Fees $ 3,486,100 $ 4,063,100
Tax Fees $ 879,400 $ 710,200
All Other Fees $ 238,000 $ 911,000
Total Fees $ 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 decrease in audit fees from 2016 to 2017 was principally due to a reduction in fees 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 that 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 2016 to 2017 was principally due to services related to the independent assessment of the Company’s 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.

~~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~~a policy 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~~its 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 Audit Committee meeting. During ~~2016~~2022 and ~~2017,~~2023, the Audit Committee approved all services provided to us by PwC that are subject to the pre-approval ~~policies and~~ procedures ~~described above.~~in accordance with our pre-approval policy.

46 Cognizant~~Cognizant Technology Solutions Corporation~~

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~~Company Proposals~~ 2024 Proxy statement 88

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The following table summarizes the fees of PwC, our independent registered public accounting firm, for each of the last two fiscal years.

Fee Category	2022	2023
Audit Fees	$6,127,100	$6,622,600
Audit-Related Fees	6,053,500	3,689,800
Tax Fees	1,153,400	921,800
All Other Fees	321,600	41,800
Total	$13,655,600	$11,276,000

~~Proposal 4~~Audit Fees. Audit fees consist of fees for the audit of our Consolidated Financial Statements (including internal controls over financial reporting), the review of our interim quarterly financial statements, and other professional services provided in connection with statutory and regulatory filings or engagements.

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 are not reported under “Audit Fees”, including independent assessments for service organization control reports and acquisition financial due diligence 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. All other fees consist of fees not reported under the categories above and primarily include assessment of non-financial metrics and documentation, accounting research software and ESG reporting.

~~Approval of Amendment and Restatement of 2004 Employee Stock Purchase Plan~~

~~What~~The Audit Committee has furnished the report set forth below.

To the Board of Directors of Cognizant Technology Solutions Corporation:

The Audit Committee of the Board acts under a written charter, which is available in the “Corporate Governance” section of the “About Cognizant” page of the company’s website located at www.cognizant.com. The members of the Audit Committee are ~~you voting on?~~

~~We are asking stockholders to approve~~independent directors, as defined in its charter and the ~~amendment~~rules of The Nasdaq Stock Market LLC. The Audit Committee held 11 meetings during 2023. Management is responsible for establishing and ~~restatement~~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, 2023 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, as may be modified or supplemented by, the PCAOB and the SEC. The company’s auditor also provided the Audit Committee with written disclosures and the letter from the auditor 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 the company. 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 that the audited financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

By the Audit Committee of the Board of Directors of Cognizant Technology Solutions Corporation ~~2004 Employee Stock Purchase Plan (as amended~~


	ERIC BRANDERIZ	ARCHANA DESKUS	JOHN DINEEN	LEO S. MACKAY, JR.	STEPHEN J. ROHLEDER	JOSEPH M. VELLI	SANDRA S. WIJNBERG

Cognizant 2024 Proxy statement 89

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Proposal 5: The Board unanimously recommends a vote AGAINST this proposal for the reasons discussed in the Board’s statement of opposition below.

What are you voting on?

The shareholder proposal will be voted on at the annual meeting only if properly presented by or on behalf of the shareholder proponent.

The company has been advised that James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, beneficial owner of 100 shares or more of the company’s common stock, intends to submit the proposal set forth below at the annual meeting.

Proposal 5 – Fair Treatment of Shareholder Nominees

Resolved

Shareholders request the Board of Directors adopt and disclose a policy stating how it will exercise its discretion to treat shareholders’ nominees for board membership equitably and avoid encumbering such nominations with unnecessary administrative or evidentiary requirements.

Supporting Statement

In the view of the proponent, the Board should consider exercising its discretion under the proposed policy toward ensuring that paperwork requirements governing the nomination and election of directors should generally treat shareholder and Board nominees equitably; requirements regarding endorsements and solicitations should not unnecessarily encumber the nomination process.

Consideration should also be given under the policy to repealing any advance notice bylaw provisions imposing additional requirements inconsistent with this proposal, unless legally required, such as those requiring:

•	Nominating shareholders be shareholders of record, rather than beneficial owners;
•	Nominees submit questionnaires regarding background and ~~restated,~~qualifications (other than as required in the ~~“Amended~~Company’s certificate of incorporation or bylaws);
•	Nominees submit to interviews with the Board or any committee thereof;
•	Shareholders or nominees provide information that is already required to be publicly disclosed under applicable law or regulation; and ~~Restated ESPP”~~
•	Excessive or inappropriate levels of disclosure regarding nominees’ eligibility to serve on the Board, the nominees’ background, or experience.

The legitimacy of Board power to oversee the executives of Cognizant Technology Solutions (Company) rests on the power of shareholders to elect directors:⁽¹⁾ [T]he unadorned right to cast a ballot in a contest for [corporate] office . . . is meaningless without the right to participate in selecting the contestants... To allow for voting while maintaining a closed candidate selection process thus renders the former an empty exercise.”⁽²⁾

Burdening shareholder nominees can entrench incumbent directors and management. Laws and regulations overseen and enforced by the U.S. Securities and Exchange Commission, a neutral third party, ensure shareholders have pertinent information on nominating shareholders and nominees before executing proxies,⁽³⁾

Advance notice bylaws can create hurdles for shareholders exercising their rights and can be used to conduct “fishing expeditions” to which board nominees are not subject.

1	https://ssrn.com/abstract=4565395
2	https://casetext.com/case/durkin-v-national-bank-of-olyphant
3	https://www.ecfr.gov/current/title-17/chapter-11/part-240/subpart-A/subject-group-ECFR8c9733e13b955d6/section-240.14a-101

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These practices delegitimize corporate activity because directors work on behalf of shareholders, who should be able to replace their own fiduciaries. Company interference in this process is especially dangerous because financial theory recommends that most shareholders diversify their portfolios.

Such diversified investors have an interest in ensuring our Company does not profit from practices that threaten social and environmental systems upon which diversified portfolios depend.⁽⁴⁾ Company directors influenced by executives, in contrast, may prioritize Company profitability over systems that are of critical importance to shareholders.⁽⁵⁾

Accordingly, giving Company directors a gatekeeper role through a burdensome unequal nomination process threatens the interests of shareholders to nominate candidates free of management influence.

Fair Treatment of Shareholder Nominees - Vote FOR Proposal 5

The Board’s statement of opposition

•	Our Board values shareholder input, and ~~as previously amended~~Cognizant has a strong track record of being proactive and ~~restated as~~engaged with our shareholders
•	Our existing corporate governance policies and practices are already designed to promote the equitable treatment of ~~April 1, 2013,~~shareholders’ director nominees
•	Our procedures for director nominations by shareholders are consistent with industry standards and are designed to clearly and transparently elicit limited information that benefits all shareholders
•	Director nominees selected by Cognizant undergo a rigorous vetting process, while shareholder nominees need only comply with the ~~“ESPP”~~requirements set forth in our by-laws
•	The effect of the proposal is vague, and the proposal mischaracterizes Cognizant’s existing corporate governance practices

All shareholders are entitled to make informed decisions in director elections. Consistent with this principle, our advance notice and “proxy access” by-laws, which govern the information shareholders and/or their nominees are required to submit in connection with a director nomination, are designed to provide Cognizant and all of our shareholders with timely and relevant data regarding potential directors. Our Board believes that these requirements, which are designed to facilitate our compliance with the SEC’s disclosure rules and to prevent outside nominees from concealing key aspects of their agendas or interests from their fellow shareholders, are appropriately tailored and reasonable given the vital role that each director plays as a steward of your investment in Cognizant.

Our Board values shareholder input, and Cognizant has a strong track record of being proactive and engaged with our shareholders. We participate in an ongoing dialogue with our shareholders throughout the year on a wide range of governance matters, including Board effectiveness and composition and best practices with respect to director skills and tenure. Reflecting the Board’s attention to these concerns, average tenure on our Board is only five years and the Board added four new directors in 2023 (although Ms. Domenici subsequently resigned from the Board in early 2024 in order to pursue an outside opportunity, at which time the size of the Board was decreased to 12). In addition, our declassified board structure and majority vote standard for uncontested director elections, and the absence of supermajority voting provisions in our Certificate of Incorporation and by-laws, serve as additional mechanisms to promote continued Board accountability. We believe that our shareholders recognized our efforts in this area when a similar proposal, from the same proponent, was rejected by approximately 80% of shareholders who voted at our 2023 annual meeting.

Our existing corporate governance policies, by-laws and Delaware law already require and promote the equitable treatment of shareholder nominees. Our Corporate Governance Guidelines, as currently in effect, clearly state that the Governance and Sustainability Committee uses the same criteria for evaluating director candidates regardless of the source of referral. Similarly, our by-laws establish an equitable and transparent process for shareholder director nominees, generally consisting of requirements that have been repeatedly upheld by Delaware courts as valid and not inequitable. Further, Delaware law imposes upon our Board fiduciary duties to our shareholders to act on an informed basis in shareholders’ best interest, including in the context of assessing and recommending to shareholders whether to support or oppose any director candidate nominated by a shareholder.

Our current director recruitment procedures are more rigorous than the process for shareholder nominations of director candidates. When the Board identifies emerging needs or seeks to fill an open seat, it conducts a broad and rigorous review of potential candidates. These reviews often last several months, or longer, and generally include the completion of detailed questionnaires, meetings with select members of the Board and professionally conducted background checks. In addition, our Corporate Governance Guidelines require the Governance and Sustainability Committee to annually review each incumbent director’s continuation on the Board, considering a variety of factors such as the mix of capabilities on the Board, the need to ensure appropriate refreshment and change on the Board and the diversity of the Board in terms of backgrounds, expertise, capabilities and leadership, among others. In contrast, shareholder nominees will be included on the ballot for an annual general meeting so long as the nomination complies with our by-laws’ informational and procedural requirements, and the Board generally cannot require the submission of additional information other than, as stated in the by-laws, when reasonably necessary for the limited purpose of determining the nominee’s eligibility for service as a director (in accordance with applicable law and our publicly available criteria for nomination as a director). Such informational requirements are standard market practice and are designed to provide greater transparency for both the Board and our shareholders when considering director nominees, and Delaware case law prohibits applying them inequitably or in any manner that unduly restricts shareholders’ rights. While we would welcome it if a shareholder-nominated candidate would be willing to go through the same extensive vetting process that the Board applies to its own director candidates, we do not believe that adding these requirements to our by-laws would be practical.

The proposal is vague, contradictory and misleading, and there can be no assurance as to its ultimate effect. The proposal requests a policy standard that relies on vague and subjective terms such as “unnecessary,” “excessive” and “inappropriate.” For example, the proposal cites a

⁴	https://theshareholdercommons.com/wp-content/uploads/2022/09/Climate-Change-Case-Study-F1NAL.pdf
⁵	https://ssrn.com/abstract=4056602

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requirement to disclose information that is required to be disclosed under applicable law as an example of a “possible inequitable or burdensome requirement,” without explaining how it is inequitable or burdensome to require advance disclosure of information that a shareholder will be required to disclose by law. Nor does the proposal give any guidance as to how, or by whom, an informational or procedural requirement would be judged under the policy requested under the proposal. Thus, while the Board believes that our by-laws already establish an equitable and appropriate process for shareholder nominations, the policy requested by the proposal is vague and subjective. Further, the proposal is purportedly concerned with reducing barriers to entry for shareholder nominees, but either ignores or is unaware of the Board’s high standards and intensive due diligence with respect to Board-selected nominees. Finally, we believe the proposal is misleading in several respects, including its implication that beneficial owners of our common stock may not nominate director candidates, which is inconsistent with the procedures for such nominations set forth in our by-laws. Similarly, the proposal notes several inapplicable examples of what may be considered “inequitable practices,” but as discussed above, Cognizant’s by-laws do not include such practices with respect to shareholder nominations and leave the Board no discretion to unilaterally impose such requirements on shareholder nominees.

For all of these reasons, the Board urges you to vote “No” on this proposal.

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	Rule 14a-8 Shareholder Proposals	Director Nominees Via Proxy Access	Other Proposals or Director Nominees
Description	SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act (“Rule 14a-8”).	Our by-laws permit a group of shareholders who have owned a significant amount of the company’s common stock (at least 3%) sofor 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 shareholder(s) and the nominee(s) satisfy the requirements specified in our by-laws.	Our by-laws require that any shareholder 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 120^th day and not later than the close of business on the 90^th day prior to the anniversary of the preceding year’s annual meeting. In addition, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must comply with the requirements of SEC Rule 14a-19.
When	Any shareholder proposals submitted in accordance with Rule 14a-8 must be received at our principal executive offices no later than the close of business on , 2024.	Notice of director nominees under these by-law provisions must be received no earlier than , 2024 and no later than the close of business on , 2024. In the event that the ~~Company has enough shares of common stock available for purchase to maintain its compensation structure and achieve the purposes~~date of the ~~ESPP,~~2024 annual meeting is more than 30 days before or more than 70 days after June 4, 2025, then our Corporate Secretary must receive such written notice not earlier than the close of business on the 150th day prior to the 2025 annual meeting and not later than the close of business on the later of the 120th day prior to the 2025 annual meeting or the 10th day following the day on which ~~are to:~~ ●~~Provide a means whereby eligible employees may purchase shares~~public announcement of ~~common stock through payroll deductions;~~ ●~~Provide a further incentive for employees~~the date of such meeting is first made by the company.	Shareholder proposals or director nominations submitted under these by-law provisions must be received no earlier than the close of business on February 4, 2025 and no later than the close of business on March 6, 2025. In the event that the date of the 2025 annual meeting is more than 30 days before or more than 70 days after June 4, 2025, then our Corporate Secretary must receive any such proposal not earlier than the close of business on the 120th day prior to ~~promote our best interests;~~the 2025 annual meeting and ●~~Encourage stock ownership~~ not later than the close of business of the later of the 90th day prior to the 2025 annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by ~~employees in order to participate in our economic progress.~~ ~~If our stockholders do not approve this proposal,~~the company. The information required by SEC Rule 14a-19 must be provided no later than April 5, 2025. In the event that the date of the 2025 annual meeting is more than 30 calendar days from the previous year, then the Rule 14a-19 notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the date on which public announcement of the date of such meeting is first made by the company.
What	Proposals must conform to and include the information required by Rule 14a-8.	Notice or proposal must include the information required by our by-laws, a copy of which is available on our website or upon request to our Corporate Secretary. See “Helpful resources” on page 103.	Notice must include the information required by our by-laws, a copy of which is available on our website or upon request to our Corporate Secretary. See “Helpful resources” on page 103. In addition, notice under Rule 14a-19 must include the information required by Rule 14a-19.
Where	Proposal or notice should be sent to our Corporate Secretary. See “Helpful resources” on page 103.
Please Note	SEC rules permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with the above deadlines and, in certain other cases, notwithstanding the shareholder’s compliance with these deadlines. 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. We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2025 annual meeting. Shareholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

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This proxy statement is furnished in connection with the solicitation by the Board of proxies to be voted at our annual meeting to be held on Tuesday, June 4, 2024, at 9:30 am Eastern Time, via live webcast, and at any continuation, postponement or adjournment thereof. Holders of record of shares of our Class A common stock (“common stock”) as of April 8, 2024, 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 497,198,884 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 shareholders at the meeting.

At the annual meeting, our shareholders will be asked to vote on the management proposals and shareholder proposals set forth on pages 7 to 10. The Board recommends that you vote your shares as indicated on pages 7 to 10. 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 set forth on pages 7 to 10. We know of no other business that will be presented at the annual meeting. If any other matter properly comes before the shareholders 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.

As permitted by SEC rules, Cognizant is making this proxy statement and its 2023 Annual Report available to certain of its shareholders electronically via the Internet. On or about April , 2024, we mailed to these shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2023 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 2023 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.

Some of our shareholders received printed copies of our proxy statement, 2023 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.

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. 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 set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at 866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

The accompanying proxy is solicited by and on behalf of the Board, whose meeting notice 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, text and facsimile by our directors, officers and other employees who will not be specially compensated for these services. We have engaged Morrow Sodali Corporate LLC to assist us with the solicitation of proxies. We expect to pay Morrow Sodali LLC a fee of $18,000 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.

Under procedures approved by a majority of our independent directors, our Chair, Chief Legal Officer and Corporate Secretary are primarily responsible for monitoring communications from shareholders and, if they relate to important substantive matters and include suggestions or comments that our Chair, Chief Legal Officer and Corporate 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 shareholders, and will respond if and as appropriate. Shareholders who wish to send communications on any topic to the Board should address such communications to the Board or our Chief Legal Officer and Corporate Secretary. See “Helpful resources” on page 103.

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The record date for the annual meeting is April 8, 2024. You are entitled to vote at the annual meeting only if you were a shareholder 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 497,198,884 shares of common stock issued and outstanding and entitled to vote at the annual meeting.

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.

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 such bank or brokerage firm 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, and you wish to vote your shares at the annual meeting, you may join the annual meeting live webcast following the instructions provided under “How do I join the annual meeting live webcast?” below.

A quorum must be present at the annual meeting for any business to be conducted. The presence at the annual meeting, via live webcast or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum.

You may attend the annual meeting only if you are a Cognizant shareholder who is entitled to vote at the annual meeting, or if you hold a valid proxy for the annual meeting.

The annual meeting will be a virtual meeting of shareholders conducted via a live webcast that provides shareholders the same rights and opportunities to participate as they would have at an in-person meeting. We believe that a virtual meeting will provide expanded shareholder access and participation and improved communications. You will be able to vote your shares electronically at the virtual meeting.

To attend and submit your questions during the virtual meeting, please visit www.virtualshareholdermeeting.com/CTSH2024. To participate and vote during the annual meeting, you will need the 16-digit control number included on your Internet Notice or on your proxy card. Beneficial shareholders who do not have a control number may gain access to and vote at the meeting by logging in to their broker, brokerage firm, bank or other nominee’s website and selecting the shareholder communications mailbox to access the meeting; instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee. If you lose your 16-digit control number, you may join the annual meeting as a “Guest”, but you will not be able to vote, ask questions or access the list of shareholders as of the record date.

If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

If a quorum is not present at the scheduled time of the annual meeting, the Chair of the meeting is authorized by our by-laws to adjourn the meeting without the vote of shareholders.

As part of the annual meeting, we will hold a live question and answer session, during which we intend to answer appropriate questions submitted during the meeting that are pertinent to the company and the meeting matters. If there are matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question posed was not otherwise answered, we provide an opportunity for shareholders to contact us separately after the meeting through our investor relations website (see page 103). Only shareholders that have accessed the annual meeting as a shareholder (rather than a “Guest”) by following the procedures outlined in “How do I join the annual meeting live webcast?” on page 95 will be permitted to submit questions during the annual meeting. Each shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

•	not pertinent to the business of the company or to the business of the annual meeting;
•	related to material non-public information of the company, including the status or results of our business since our last Quarterly Report on Form 10-Q;

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•	related to any pending, threatened or ongoing litigation;
•	related to personal grievances;
•	derogatory references to individuals or that are otherwise in bad taste;
•	substantially repetitious of questions already made by another shareholder;
•	in excess of the two question limit;
•	in furtherance of the shareholder’s personal or business interests; or
•	out of order or not otherwise suitable for the conduct of the annual meeting as determined by the Chair of the meeting or Corporate Secretary in their reasonable judgment.

Additional information regarding the question and answer session will be available in the “Rules of Conduct” available on the annual meeting webpage for shareholders that have accessed the annual meeting as a shareholder (rather than a “Guest”) by following the procedures outlined above in “How do I join the annual meeting live webcast?” on page 95.

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.

We recommend that shareholders vote by proxy even if they plan to attend and vote during the annual meeting. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. If you are a shareholder of record, there are three ways to vote by proxy:

•	Use the Internet. You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;
•	Call. You can vote by telephone by calling +1-800-690-6903 and following the instructions on the proxy card; or
•	Mail Your Proxy Card. 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 shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 3, 2024. The above phone number will work internationally but is only toll-free for callers within the U.S. and Canada.

Yes. If you are a registered shareholder, you may revoke your proxy and change your vote by:

•	submitting a duly executed proxy bearing a later date;
•	granting a subsequent proxy through the Internet or telephone;
•	giving written notice of revocation to the Corporate Secretary of Cognizant prior to the annual meeting; or
•	attending and voting during the annual meeting live webcast.

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 at the annual meeting.

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.

Please direct requests for materials mentioned in this proxy statement or other inquiries to our Secretary. See “Helpful resources” on page 103 for how to contact our Corporate Secretary.

Please contact Morrow Sodali LLC, our proxy solicitor assisting us in connection with the annual meeting. Shareholders in the United States may call toll free at +1-800-607-0088. Banks and brokers and shareholders located outside of the United States may call collect at +1-203-658-9400.

Representatives of Broadridge will tabulate the votes cast at our annual meeting, and American Election Services, LLC will act as the independent inspector of election.

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 pages 7 to 10, as well as with the

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description of each proposal in this proxy statement. The persons named as proxies are further authorized to vote in their discretion (1) for the election of any person to the Board if any nominee named in this proxy statement becomes unable to serve or for good cause will not serve, (2) on any matter that the Board 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 (other than the proposals contained in this proxy statement) as may properly come before the meeting or any continuation, postponement or adjournment thereof.

An “abstention” represents a shareholder’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. Abstentions will have no effect on any of the proposals before the annual meeting, other than Proposal 4, Adoption of the company’s Amended and Restated Certificate of Incorporation, where abstentions will have the same effect as a vote against the proposal.

If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy or attend the annual meeting.

Your shares may be voted under certain circumstances if they are held by a bank or brokerage firm in “street name.” Brokers may have the authority to vote shares not voted by customers on certain “routine” matters. Under the New York Stock Exchange (“NYSE”) rules, your bank or brokerage firm is prohibited from voting your shares on non-routine items (referred to as a “broker non-vote”) if you have not given your bank or brokerage firm voting instructions on that matter. Note that whether a proposal is considered routine or non-routine is subject to NYSE rules and final determination by the stock exchange. Even with respect to routine matters, some banks and brokerage firms are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your bank or brokerage firm how to vote your shares on all proposals to ensure that your vote is counted.

In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the annual meeting and entitled to vote, those shares will still be counted for purposes of determining of a quorum. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal, but are considered “outstanding” for purposes of Proposal 3 herein.

Proposal	The Board’s recommendation	Votes required	Effect of abstentions and broker non-votes
Proposal 1: Election of 12 directors	FOR each director nominee	Votes cast “for” exceed votes cast “against”.	No effect.
Proposal 2: Advisory (non-binding) vote on executive compensation (Say-on-Pay)	FOR	Majority of votes cast.	No effect.
Proposal 3: Adoption of the company’s Amended and Restated ~~ESPP will not take effect, the number~~Certificate of ~~shares~~Incorporation	FOR	Majority 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 vote~~~~FOR~~~~the 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 [__]% 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 [_____], 2018, is $[_____]. Such shares represent [__]% of our total shares outstanding as of the ~~Record Date.~~record date and entitled to vote thereon.	Equivalent to a vote against.
	Proposal 4: Ratification of appointment of independent registered public accounting firm	FOR	Majority of votes cast.	Abstentions will have no effect; no broker non-votes expected.
	Proposal 5: Shareholder proposal, if properly presented at the meeting	AGAINST	Majority of votes cast.	No effect.

~~In light~~

We plan to announce preliminary voting results at the annual meeting and we will report the ~~fact that the ability to continue to offer the benefit of participating~~final results in ~~an employee stock purchase plan is vital to our ability to continue to attract and retain employees in the competitive labor markets in~~a Current Report on Form 8-K, which we ~~compete,~~intend to file with the ~~Board has determined that~~SEC shortly after 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~~annual meeting.

~~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 [_____], 2018, the fair market value per share of our common stock was $[_____].

~~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

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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~~copy 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.

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~~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 ourCognizant’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~2023, including financial statements and schedules thereto but not including exhibits, as filed with the SEC, will be sent to any shareholder of record on April 8, 2024, without charge, upon written request addressed to our Corporate Secretary. See “Helpful resources” on page 103. A reasonable fee will be charged for copies of exhibits. You may also access this proxy statement and our 2023 Annual Report at www.proxyvote.com and at www.cognizant.com.

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

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This proxy statement and the letter to shareholders 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, 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 include, but are not limited to, express or implied forward-looking statements relating to our expectations regarding our company vision and strategy (including efforts to accelerate growth and sustain commercial momentum, become an employer of choice and simplify our operations to improve efficiencies), our Sustainability and diversity and inclusion commitments, the growth of our business, including our deployment of AI-based technologies in client offerings and our own internal operations and the development of our large deals capabilities, and our anticipated financial performance. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our 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 economic and geopolitical conditions globally, the competitive and rapidly changing nature of the markets we compete in, the competitive marketplace for talent and its impact on employee recruitment and retention, legal, reputational and financial risks resulting from cyberattacks, the impact of future pandemics, epidemics or other outbreaks of disease, changes in the regulatory environment, including with respect to immigration and taxes, and the other factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Cognizant 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.

Portions of our disclosure include non-GAAP financial measures. 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 financial measures used by other companies. In addition, these non-GAAP financial measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of our non-GAAP financial measures to the corresponding GAAP measures set forth below, should be carefully evaluated.

Our non-GAAP financial measures Adjusted Operating Margin and Adjusted Income From Operations exclude unusual items, such as the Class Action Settlement Loss in 2021 and NextGen charges in 2023. Our non-GAAP financial measure Adjusted Diluted EPS excludes unusual items, such as the Class Actions Settlement Loss in 2021, the effect of recognition in the third quarter of 2022 of an income tax benefit related to a specific uncertain tax position that was previously unrecognized in our prior-year consolidated financial statements and NextGen charges in 2023, and net non-operating foreign currency exchange gains or losses and the tax impact of all the applicable adjustments. The income tax impact of each item excluded from Adjusted Diluted EPS is calculated by applying the statutory rate and local tax regulations in the jurisdiction in which the item was incurred. Constant currency revenue growth is defined as revenues for a given period restated at the comparative period’s foreign currency exchange rates measured against the comparative period’s reported revenues. Free cash flow is defined as cash flows from operating activities net of purchases of property and equipment.

We believe providing investors with an operating view consistent with how we manage the company provides enhanced transparency into our operating results. For our internal management reporting and budgeting purposes, we use various GAAP and non-GAAP financial measures 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 certain costs provides a meaningful supplemental measure for investors to evaluate our financial performance. We believe that the presentation of our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure, as applicable, can provide useful supplemental information to our management and investors regarding financial and business trends relating to our financial condition and results of operations.

A limitation of using non-GAAP financial measures versus financial measures calculated in accordance with GAAP is that non-GAAP financial measures do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and may exclude costs that are recurring such as our net non-operating foreign currency exchange gains or losses. In addition, other companies may 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 our non-GAAP financial measures to allow investors to evaluate such non-GAAP financial measures.

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The following table presents a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the years indicated.

(Dollars in millions, except per share data)	2021	% of Revenues	2022	% of Revenues	2023	% of Revenues
GAAP income from operations and operating margin	$2,826	15.3%	$2,968	15.3%	$2,689	13.9%
NextGen charges¹	—	—	—	—	229	1.2
Class Action Settlement Loss²	20	0.1	—	—	—	—
Adjusted income from operations and adjusted operating margin	$2,846	15.4%	$2,968	15.3%	$2,918	15.1%

GAAP diluted EPS	$4.05		$4.41		$4.21
Effect of the above adjustments, pre-tax	0.04		—		0.45
Effect of non-operating foreign currency exchange losses (gains), pre-tax³	0.03		(0.01)		—
Tax effect of above adjustments⁴	—		0.07		(0.11)
Effect of recognition of income tax benefit related to an uncertain tax position⁵	—		(0.07)		—
Adjusted diluted EPS	$4.12		$4.40		$4.55

Net cash provided by operating activities	$2,495		$2,568		$2,330
Purchases of property and equipment	(279)		(332)		(317)
Free cash flow	$2,216		$2,236		$2,013

~~Consists~~1 During 2023, as part of the ~~1999 Plan,~~NextGen program, we incurred employee separation, facility exit and other costs. See Note 4 to our consolidated financial statements in our 2023 Annual Report.

2 During 2021, we recorded a Class Action Settlement Loss in “Selling, general and administrative expenses” in our consolidated financial statements. See Note 15 to our consolidated financial statements in our 2021 Annual Report.

3 Non-operating foreign currency exchange gains and losses, inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, are reported in “Foreign currency exchange gains (losses), net” in our consolidated statements of operations in our 2023 Annual Report.

4 Presented below are the ~~2009 Plan, the 2017 Plan and the ESPP.~~

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.

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.

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~~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~~ ~~the approval~~tax impacts of each of our non-GAAP adjustments to pre-tax income. The effective tax rate related to non-operating foreign currency exchange gains and losses varies depending on the ~~amendments~~jurisdictions in which such income and expenses are generated and the statutory rates applicable in those jurisdictions. As such, the income tax effect of non-operating foreign currency exchange gains and losses shown in the below table may not appear proportionate to the ~~Certificate~~net pre-tax foreign currency exchange gains and losses reported in our consolidated statements of ~~Incorporation described~~operations in ~~Proposals 5(a), (b), and (c).~~our 2023 Annual Report.

(in millions)	For the years ended December 31,
(in millions)	2021	2022	2023
Non-GAAP income tax benefit (expense) related to:
NextGen charges	$—	$—	$59
Class Action Settlement Loss	6	—	—
Foreign currency exchange gains and losses	(5)	(39)	(6)

5 During the three months ended September 30, 2022, we recognized an income tax benefit of $36 million related to a specific uncertain tax position that was previously unrecognized in our prior-year consolidated financial statements in our annual reports. The recognition of the benefit in the third quarter of 2022 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.

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~~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 theCognizant Technology Solutions Corporation, a corporation organized and 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 in~~blue underline~~ ~~and deleted text appears in~~~~red strikethrough~~):

~~Existing Article VII~~		~~Proposed 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~~under 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.		~~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~~The stockholders may~~ ~~make~~,~~additional ByLaws and may~~ ~~amend, alter, change, add to or repeal any~~ ~~provision of the~~By-~~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~~“Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

1.	The name of the Corporation is Cognizant Technology Solutions Corporation.
2.	The name under which the Corporation was originally incorporated is Anemone Investments, Inc.; and the date of filing the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware is April 6, 1988.
3.	This Amended and Restated Certificate of Incorporation, which both restates and amends the provisions of the Original Certificate, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
4.	The text of the Original Certificate is hereby amended and restated in its entirety to read as follows:

The name of ~~State”~~the Corporation is Cognizant Technology Solutions Corporation (hereinafter, the “Corporation”).

The registered office of the Corporation within the State of Delaware is located at Corporation Trust Center, 1209 Orange Street251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at ~~which time the Article VII Supermajority Amendment would become effective.~~that address is The Corporation Trust CompanyCorporation Service Company.

The ~~By-laws also contain~~nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “GCL”).

A. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 1,015,000,000 shares, consisting of (i) 1,000,000,000 shares of Class A Common Stock, $0.01 par value per share (“Common Stock”) and (ii) 15,000,000 shares of Preferred Stock, $0.10 par value per share (“Preferred Stock”).

B. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a ~~requirement that~~majority of the votes entitled to be cast by the holders of the Common Stock of the Corporation, voting together as a ~~66 2/3 percent supermajority~~single class, irrespective of the provisions of Section 242(b)(2) of the GCL or any corresponding provision hereinafter enacted.

C. The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

(1)	COMMON STOCK
(a)	General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.
(b)	Voting. The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designation of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation. There shall be no cumulative voting.
(c)	Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock.
(d)	Liquidation. Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock. For the purposes of this paragraph (C)(1)(d), the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Corporation or a consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.

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The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote ~~is required for stockholders~~of the holders of a majority of the stock of the Corporation entitled to ~~amend~~vote, irrespective of the ~~By-laws. Therefore,~~provisions of Section 242(b)(2) of the GCL or any corresponding provision hereinafter enacted.

(2)	PREFERRED STOCK.

Subject to the limitations and in the manner provided by law, shares of the Preferred Stock may be issued from time to time in series, and 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~~Corporation or a duly- authorized committee of the ~~Article VII Supermajority Amendment. If~~Board of Directors of 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~~Corporation, in accordance with the ~~voting standard contained in Article I, Section 7~~laws of the ~~By-laws.~~

~~2018 Proxy Statement~~ 53

~~Table~~State of ~~Contents~~

~~Proposal 5(b): Amend Paragraph 3~~Delaware, is hereby authorized to determine or alter the relative rights, powers (including voting powers), preferences, privileges and restrictions granted to or imposed upon Preferred Stock or any wholly unissued series of ~~Article VIII~~shares of Preferred Stock, and to increase or decrease (but not below the number of shares of any series of Preferred Stock then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall upon the taking of any action required by applicable law resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the bylawsby-laws of the Corporation,(the “By-Laws”),the directors are hereby empowered to ~~Eliminate~~exercise all such powers and do all such acts and things as may be exercised or done by the ~~Supermajority Vote Requirement~~Corporation. Election of directors need not be by written ballot unless the bylawsBy-Laws so provide.

The books and records of the Corporation may be kept (subject to ~~Remove a Director~~any mandatory requirement of law) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or by the bylaws of the CorporationBy-Laws.

The Board ~~proposes~~of Directors shall be authorized to make, amend, alter, change, add to or repeal the ~~third paragraph of Article VIII (“Paragraph 3”)~~ByLaws of the ~~Certificate of Incorporation to eliminate~~corporationBy-Laws in any manner not inconsistent with 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 declassificationlaws of the ~~Company’s Board. Specifically, the Board proposes~~State of Delaware. The stockholders may make additional ByLawsBy-Laws and may amend, alter, change, add to ~~replace the existing Paragraph 3 with the proposed Paragraph 3 shown in the table below. The table also contains a comparison~~or repeal any ByLaws of the ~~proposed Paragraph 3 to the existing Paragraph 3 showing the proposed changes (new text appears inblue underline~~ ~~and deleted text appears in~~~~red strikethrough~~):corporationBy-Laws whether adopted by them or otherwise.

~~Existing Paragraph 3~~(1)		~~Proposed Paragraph 3~~	~~Comparison~~
~~(3)~~ The Board of Directors shall consist of not less than three directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board of Directors. The directors, other than directors elected separately as a class by the holders of any one or more series of Preferred Stock, shall be and are divided into classes, with the terms of the classes elected at the annual meetings of stockholders held in 2011, 2012 and 2013, respectively, expiring at the third annual meeting of stockholders held after the election of such class of directors; provided that such division shall terminate at the third annual meeting of stockholders held after the 2013 annual meeting of stockholders. Notwithstanding the preceding sentence, but subjectSubject 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~~separately as a class, each director elected by the stockholders after the 2013 annual meeting of ~~directors elected~~stockholders shall serve for a term expiring at the ~~third~~first annual meeting of stockholders held after such director’s election, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
(2)	Any newly created directorship on the Board of Directors that results from an increase in the number of directors or any vacancy occurring in the Board of Directors shall be filled only by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires or, 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 votestermination 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~~division of directors ~~voting~~into three classes, directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders held after their election as ~~a single class.~~ directors.
(3)		~~(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.
(4)		~~(3) Subject to~~Notwithstanding the ~~rights of~~foregoing, whenever the holders of any one or more series of Preferred Stock issued by the corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect ~~additional directors under specific circumstances, (i)~~aany director ~~serving in a class of directors elected for a term expiring~~ at ~~the third~~an annual or special meeting of stockholders, ~~following~~ the election, term of office, removal, filling of vacancies and other features of such ~~class~~directorships shall be ~~removable only for cause,~~governed by the terms of this Restated Certificate of Incorporation (including any certificate of designations relating to any series of preferred stockPreferred Stock) applicable thereto, and ~~all otherall~~such directors so elected shall not be ~~removable either with or without cause~~,~~and (ii) the removal of any director, whether with or without cause, shall require the affirmative vote~~s ~~of the holders of at least~~~~66 2/3 percenta majority~~ ~~in voting power of all outstanding shares of the corporation entitled~~divided into classes pursuant to ~~vote generally in the election of directors, voting as a single class.~~ this Article VIII unless expressly provided by such terms.

~~If Proposal 5(b) is approved~~

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Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to 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~~rights of the ~~Certificate~~holders of ~~Incorporation to Eliminate the Supermajority Vote Requirement for Stockholders to Amend Certain Provisions~~any series of Preferred Stock, special meetings of stockholders of the ~~Certificate of Incorporation~~

~~The Board proposes to amend Article XI~~corporationCorporation may be called only by (i) the Chief Executive Officer 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 ofCorporation, (ii) 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 in~~red 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 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 vote~~~~AGAINST~~~~this 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 6 — RIGHT TO ACT BY WRITTEN CONSENT~~

Resolved, Cognizant 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.

Supporting 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. 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 restricted provisions for shareholders to call a special meeting. For instance it takes 25% of shareholders at our company to call a special meeting when many companies allow 10% of shareholders to do so.

This proposal topic won 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, including 64% of the S&P 500 and 55% of the S&P 1500.~~

~~Increase Shareholder Value~~

~~Vote for Right to Act by Written Consent – Proposal 6~~

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~~The Board’s Statement of Opposition~~

~~The Board~~~~UNANIMOUSLY~~ ~~recommends that stockholders vote~~~~AGAINST~~ ~~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, this 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 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. 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.~~

●~~Substantially identical proposals were rejected by the Company’s stockholders in 2013, 2015, 2016 and 2017.~~Substantially the same proposal has been submitted, considered by the Board and rejected by stockholders four times, including at the last three 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 fifth time.

~~2018 Proxy Statement~~ 57

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~~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 vote~~~~AGAINST~~~~this 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 shareholders 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~~

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~~The Board’s Statement of Opposition~~

~~The Board~~~~UNANIMOUSLY~~ ~~recommends that stockholders vote~~~~AGAINST~~ ~~this proposal for the following reasons:~~

●~~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.

●~~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.

●~~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.~~

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~~Stockholder Proposals and Nominees for the 2019 Annual Meeting~~

~~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 [__], 2018.
●	~~Where to send these proposals. Proposals should be sent to our Secretary. See “Helpful Resources” on page 74.~~
●	~~What to include. Proposals must conform to and include the information required by Rule 14a-8.~~

~~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 [__], 2018 and no later than the close of business on December [__], 2018. In the event that the date of the 2019 Annual Meeting is more than 30 days before or more than 70 days after June 5, 2019, then our Secretary must receive such written notice not earlier than the close of business on the 150th day prior to the 2019 Annual Meeting and not later than the close of business on the later of the 120th day prior to the 2019 Annual Meeting or the 10th 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 Secretary. See “Helpful Resources” on page 74.~~
●	~~What to include.~~~~Notice must include the information required by our By-laws, a copy of which is available upon request to our Secretary. See “Helpful Resources” on page 74.~~

~~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 Secretary in writing not earlier than the close of business on the 120th day and not later than the close of business on the 90th 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 5, 2019 and no later than the close of business on March 7, 2019. In the event that the date of the 2019 Annual Meeting is more than 30 days before or more than 70 days after June 5, 2019, then our Secretary must receive any such proposal not earlier than the close of business on the 120th day prior to the 2019 Annual Meeting and not later than the close of business of the later of the 90th day prior to the 2019 Annual Meeting or the 10th 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 Secretary. See “Helpful Resources” on page 74.~~
●	~~What to include.~~~~Proposals must include the information required by our By-laws, a copy of which is available upon request to our Secretary. See “Helpful Resources” on page 74.~~

~~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~~

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.

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~~Proxy Statement and Proxy Solicitation~~

~~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 5, 2018, at 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 [_________] 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 2017 Annual Report will be released on or about April [__], 2018 to our stockholders on the Record Date.~~

~~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 Board Recommendation See
Page No.
1. 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 26
3. 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 an amendment and restatement of the Company’s 2004 Employee Stock Purchase Plan; FOR 47
5. 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 permit stockholder action by written consent (if properly presented at the Annual Meeting); and AGAINST 56
7. 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~~

~~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.

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~~Table of Contents~~

~~Notice of Internet Availability of Proxy Materials~~

As permitted by SEC rules, Cognizant is making this proxy statement and its 2017 Annual Report available to certain of its stockholders electronically via the Internet. On or about April [__], 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 2017 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 2017 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, 2017 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.

~~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 866-540-7095 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~~

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 $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 Meeting Q&A~~

~~Questions and Answers About the 2018 Annual Meeting~~

~~Who is entitled to vote at the Annual Meeting?~~

The Record Date for the Annual Meeting is April 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 [_________] 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.~~

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~~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?~~

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 email~~David.Nelson@cognizant.com~~no later than 5:00 p.m. Eastern Time on June 4, 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?~~

~~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 – You can vote by telephone by calling 800-690-6903 and following the instructions on the proxy card;~~
●	~~by Internet – You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card; or~~
●	~~by 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 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 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 Secretary before your proxy is voted or you vote in person at the Annual Meeting.

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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?~~

~~Will any other business be conducted at the Annual Meeting?~~

~~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:~~~~Election of Directors~~	~~Votes cast “for” exceed~~ ~~votes cast “against”.~~	~~No effect.~~
~~Proposal 2:~~~~Advisory (Non-Binding) Vote on Executive Compensation (Say-on-Pay)~~	~~Majority of votes cast.~~	~~No effect.~~
~~Proposal 3:~~~~Ratification of Appointment of Independent Registered Public Accounting Firm~~	~~Majority of votes cast.~~	~~Abstentions will have no effect;~~ ~~no broker non-votes expected.~~
~~Proposal 4:~~~~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):~~~~Approval of Three Separate Proposals to Eliminate the Supermajority Voting Requirements in the Company’s Certificate of Incorporation~~	~~Affirmative vote of at least 66 2/3 percent in voting power of all outstanding shares.~~	~~Equivalent to a vote against.~~
~~Proposal 6:~~~~Stockholder Proposal Regarding Stockholder Action by Written Consent~~	~~Majority of votes cast.~~	~~No effect.~~
~~Proposal 7:~~~~Stockholder Proposal to Lower the Ownership Threshold for Stockholders to Call a Special Meeting~~	~~Majority of votes cast.~~	~~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. 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~~pursuant 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.

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~~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 Secretary?~~

~~Please direct requests for materials mentioned in this proxy statement or other inquiries to our Secretary. See “Helpful Resources” on page 74 for how to contact our Secretary.~~

~~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 Form 10-K~~

A copy of Cognizant’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 9, 2018, without charge, upon written request addressed to our Secretary. A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K at~~www.proxyvote.com. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 is also available at~~~~www.cognizant.com~~.

~~Non-GAAP Financial Measures and Forward-Looking Statements~~

~~Non-GAAP Financial Measures~~

Portions of our disclosure, including the table under “Reconciliation to GAAP Financial 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, in 2017, realignment charges. Our definition of non-GAAP EPS excludes net non-operating foreign currency exchange gains or losses, the 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 “Indian Cash Remittance”), in 2016, in addition to excluding stock-based compensation expense, acquisition-related charges and, in 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 measures 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.

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 may 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.

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~~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) 2015           % of
Revenue           2016           % of
Revenue           2017           % of
Revenue
GAAP income from operations and operating margin $ 2,142    17.3% $ 2,289 17.0% $ 2,481    16.8%
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 $ 2,450 19.7% $ 2,636 19.5% $ 2,912 19.7%

GAAP diluted earnings per share $ 2.65 $ 2.55 $ 2.53
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 $ 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, 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 bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs.
³	Realignment charges include severance costs, including costs associated with a voluntary separation program, lease termination costs, and advisory fees related to non-routine shareholder matters and to 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 fiscal year ended December 31, 2017.
⁴	Non-operating foreign currency exchange gains (losses) are inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, reported in “Foreign currency exchange gains (losses), net” in our consolidated statements of operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
⁵	~~Presented below are the tax impacts of each of our non-GAAP 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 each of our non-GAAP adjustments varies depending on the jurisdictions in which such income and expenses are generated and the statutory rates applicable in those jurisdictions.

⁶

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.

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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 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 establish 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.

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~~Cognizant Technology Solutions Corporation~~
~~2004 Employee Stock Purchase Plan~~
~~(as Amended and Restated Effective as of February 27, 2018)~~

~~Article 1.~~~~Definitions~~

~~1.1~~	“~~Account” means the book account established for a Participant underArticle 9~~ ~~hereunder.~~
~~1.2~~	“~~Board of Directors” shall mean the Board of Directors of the Company.~~
~~1.3~~	“~~Code” shall mean the Internal Revenue Code of 1986, as amended.~~
~~1.4~~	“~~Committee” shall mean the Compensation Committee of the Board of Directors appointed and acting in accordance with the terms of the Plan.~~
~~1.5~~	“~~Common Stock” shall mean shares of the 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 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.~~
~~1.7~~	“~~Compensation~~” shall mean the total cash compensation paid to an Eligible Employee by the Company 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.
~~1.8~~	“~~Designated Subsidiary” shall mean any Subsidiary 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 more 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, excluding 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 calendar year.
~~1.12~~	“~~Exercise Date” shall mean the last day of a Purchase Period.~~
~~1.13~~	“~~Fair Market Value~~” per share of Common Stock on 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 Stock Exchange serving as the primary market for the Common Stock, 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 on which the Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation 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 set 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 last Purchase Period under the Plan shall terminate on or before the date of termination of the Plan provided in~~Article 25~~.

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~~1.17~~	“~~Stock Exchange” shall mean the Nasdaq Global or Global Select Market or the New York Stock Exchange.~~

~~1.18~~	“~~Subsidiary” shall mean any corporation that is a subsidiary of the Company within the meaning of Section 424(f) of the 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 Stockresolution approved by the Board of Directors ~~on February 27, 2018, subject to stockholder approval~~or (iii) by the Secretary in accordance with Section 2 of the Corporation’s Amended and RestatedBy-laws, and special meetings may not be called by any other person or persons. Business transacted at ~~the Company’s 2018 Annual Meeting~~any special meeting of ~~Stockholders. The shares of Common Stock subject~~stockholders shall be limited to the ~~Plan shall be either shares of authorized but unissued Common Stock or shares of Common Stock reacquired~~purposes stated in the notice sent by the ~~Company. Shares of Common Stock subject~~Secretary relating to ~~any unexercised portion of any terminated option may again be granted under the Plan.~~such meeting.

~~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%~~ A director or officer 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 this~~Article 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 of the total combined voting power or value of all classes of stock of the Company, 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 Company which such person is so deemed to own (excluding any number of shares which such person would be entitled to purchase hereunder), is one less than such 5%.

~~6.3~~	The Committee shall have the discretionary authority, exercisable prior to the start of any Purchase Period under the Plan, to increase or decrease the limitations to be in effect for the number of shares purchasable per Participant and in total by all Participants on each Exercise Date.

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~~Article 7. Election to Participate~~

~~7.1~~	An Eligible 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 Purchase Agreement, the Eligible Employee shall authorize regular payroll deductions from his Compensation subject to the limitations in~~Article 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 to which his option entitles him, the option with respect to the shares that he does not purchase will lapse as of the relevant Exercise Date.

~~7.2~~	The 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~~Corporation shall not be ~~required~~personally liable to ~~be held in~~the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any ~~segregated account or trust fund and may be commingled with the general assets~~breach of the ~~Company and used for general corporate purposes.~~

~~Article 10. Purchase~~director’s duty 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~~, 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 in~~Article 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 in~~Article 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 423(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 manner consistent with Section 423(b)(8) of the Code.

~~10.4~~	~~No refund of an Account balance made pursuant to the Plan shall include any amount in respect of interest or other imputed earnings.~~

~~10.5~~	At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’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.

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~~Article 11. Withdrawal~~

~~A Participant may withdraw from the Plan at any time prior~~loyalty to the ~~Exercise Date~~Corporation and its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violations 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 startlaw; (c) under Section 174 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 rightsGCL; 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 voluntary termination of employment on or after attaining age 55 (“Retirement”), no payroll deduction may be made from any Compensation due him as of the date of his 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 of the date of his Retirement. Such a Participant may, prior to Retirement, elect:~~

	~~(a)~~	~~to have the entire amount credited to his Account as of the date of his Retirement refunded to him, or~~

	~~(b)~~	~~to have the entire amount credited to his Account held therein and utilized to purchase shares on the Exercise Date as provided inArticle 10~~.

~~13.3~~	Upon the death of a Participant, no payroll deduction shall be made from any Compensation due him at time of death, and the entire balance in the deceased 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 Exercise Date for the current Purchase Period, payroll deductions shall be resumed in accordance with his prior authorization.

~~14.2~~	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 in~~Article 10, unless the Participant elects to withdraw from the Plan in accordance withArticle 11~~.

~~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 of~~Article 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 of~~Article 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.~~

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~~Article 18. No Guarantee of Continued Employment~~

~~Granting of an option under this Plan shall imply no right of continued employment with the Company~~(d) 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 of any disposition or other transfer of any shares of Common Stock purchased upon exercise of a right under the Plan if such disposition or transfer is made: (a) within two years from the first day of the Purchase Period in which the shares of Common Stock were purchased or (b) within one year after the Exercise Date on which such shares of 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 Participant in such disposition or other transfer.

~~Article 20. Repurchase of Stock~~

~~The Company shall not be required to repurchase~~transaction from ~~any Participant shares of Common Stock acquired under this Plan.~~

~~Article 21. Adjustments Upon Changes In Stock~~

~~21.1~~	~~Subject toSection 21.3~~, in the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Common Stock, 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 or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, as determined by the Committee, affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under the Plan, the Committee shall make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of shares 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 ~~Article 4~~ and the limitations established in each Stock Purchase Agreement); (b) the class(es) and number of shares of Common Stock and price per share of Common Stock subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.

~~21.2~~	~~Subject toSection 21.3, in the event of any transaction or event described inSection 21.1~~ or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable law or accounting principles, the Committee, in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever the Committee 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 right under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

	~~(a)~~	To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such outstanding right with other rights or property selected by the Committee in its sole discretion;

	~~(b)~~	To provide that the 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 rights 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 prices;

	~~(c)~~	To make adjustments in the number and type of shares (or other securities or property) subject to outstanding rights under the Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;

	~~(d)~~	To provide that Participants’ accumulated payroll deductions may be used to purchase Common Stock prior to the next occurring Exercise Date on such date as the Committee determines in its sole discretion and the Participants’ rights under the ongoing Purchase Period(s) shall be terminated; and

	~~(e)~~	~~To provide that all outstanding rights shall terminate without being exercised.~~

~~21.3~~	~~No adjustment or action described in thisArticle 21~~ ~~or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to fail to satisfy the requirements of Section 423 of the Code.~~

72 ~~Cognizant Technology Solutions Corporation~~

~~Table of Contents~~

~~21.4~~	Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.

~~21.5~~	The foregoing adjustments and the manner of application of the foregoing provisions shall be determined 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~~which 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, may:

	~~(a)~~	~~increase the total number, or change the type, of shares of Common Stock that may be purchased by all Participants, except as contemplated inArticle 21~~;

	~~(b)~~	~~change the corporations or classes of corporations the employees of that may be granted rights under the Plan; or~~

	~~(c)~~	~~change the Plan in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code.~~

~~Article 23. International Participants~~

~~With respect to Eligible Employees who reside~~director derived an improper personal benefit or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan with respect to such 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 who reside or work in the United States 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 to~~Article 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 Plan from 28,000,000 shares to 40,000,000 shares shall become effective only if it is approved at the Company’s 2018 Annual Meeting of Stockholders. The Plan shall continue in effect until all shares reserved for issuance pursuant to~~Article 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 next succeeding Exercise Date. In the event of the termination of the Plan, outstanding options shall not be affected,officer, except to the extent ~~provided~~such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended.

If the GCL hereafter is amended to further eliminate or limit the liability of directors or officers, then the liability of a director or officer of the Corporation, in~~Article 15, and any remaining balance credited~~ addition to the ~~Account of each Participant as~~limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended GCL. Any repeal or modification of the ~~applicable Exercise Date~~foregoing provisions of this Article X shall ~~be refunded~~not adversely affect any right or protection of any director, officer, employee or agent of the Corporation existing at the time of such repeal or modification.

The Corporation reserves the right to ~~each such Participant.~~amend or repeal any provision contained in this RestatedCertificate 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.

~~2018 Proxy Statement~~ 73

~~Table of Contents~~

~~Index of Terms~~Cognizant 2024 Proxy statement 102

Back to Contents

~~Term~~		~~Meaning~~
~~1999 Plan~~		~~Amended and Restated 1999 Incentive Compensation Plan~~
~~2009 Plan~~		~~2009 Incentive Compensation Plan~~
~~2017 Annual Report~~		~~Company’s Annual Report to Stockholders for Year Ended December 31, 2017~~
~~2017 Plan~~		~~2017 Incentive Award Plan~~
~~ACI~~		~~Annual cash incentive~~
~~Amended and Restated ESPP~~		~~Amendment and Restatement of the ESPP 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 5, 2018~~
~~Board~~		Board of Directors ~~of the Company~~
~~By-laws~~Cognizant Board		~~Company’s Amended and Restated By-laws~~https://www.cognizant.com/us/en/about-cognizant/corporate-governance/board-of-directors
~~CEO~~Board Committee Charters		~~Chief Executive Officer~~
Audit Committee	https://www.cognizant.com/en_us/about/documents/audit-committee-charter.pdf
Compensation and Human Capital Committee	https://www.cognizant.com/en_us/about/documents/compensation-and-human-capital-committee-charter.pdf
Finance and Strategy Committee	https://www.cognizant.com/en_us/about/documents/finance-and-strategy-committee-charter.pdf
Governance and Sustainability Committee	https://www.cognizant.com/en_us/about/documents/governance-and-sustainability-committee-charter.pdf
Financial Reporting
2023 Annual Report	https://investors.cognizant.com/home/default.aspx#annual-report
Cognizant
Corporate Website	https://www.cognizant.com/
Leadership Team	https://www.cognizant.com/us/en/about-cognizant/corporate-governance/leadership-team
Investor Relations	https://investors.cognizant.com
Diversity & Inclusion	https://www.cognizant.com/about-cognizant/diversity-and-inclusion
Public Policy	https://www.cognizant.com/about-cognizant/public-policy
Sustainability	https://www.cognizant.com/us/en/about-cognizant/esg/environmental-stewardship
Governance Documents
By-laws	https://www.cognizant.com/en_us/about/documents/by-laws.pdf
Certificate of Incorporation		~~Company’s Restated Certificate of Incorporation~~https://www.cognizant.com/en_us/about/documents/certificate-of-incorporation.pdf
~~CFO~~Code of Ethics		~~Chief Financial Officer~~https://www.cognizant.com/en_us/about/documents/code-of-ethics.pdf
~~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~~Guidelines		~~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. Friedrich)~~
~~Nasdaq~~		~~The Nasdaq 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 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~~
~~Tax Reform Act~~		~~U.S. Tax Cuts and Jobs Act of 2017~~https://www.cognizant.com/en_us/about/documents/corporate-governance-guidelines.pdf

74 ~~Cognizant Technology Solutions Corporation~~

~~Table of Contents~~

~~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/audit-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 Website~~		~~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, and is not incorporated by reference into, this proxy statement.

Company Contacts
~~Board~~
~~Fax: 201-801-0243~~
~~corporategovernance@cognizant.com~~

~~Secretary~~
~~Fax: 201-801-0243~~
~~corporategovernance@cognizant.com~~

~~General Counsel~~
~~Fax: 201-801-0243~~
~~generalcounsel@cognizant.com~~Board or Chief Legal Officer and Corporate Secretary

corporategovernance@cognizant.com

~~Chief Compliance Officer~~
~~Fax: 201-801-0243~~
~~chiefcomplianceofficer@cognizant.com~~

…...or mail or ~~mail~~fax to our principal executive offices,

attention to the applicable contact

Our Principal Executive Offices

Cognizant Technology Solutions
~~Glenpointe Centre West~~
~~500~~
300 Frank W. Burr Blvd.

Suite 36, 6^th Floor
Teaneck, New Jersey 07666
Fax: +1-201-801-0243

To Request Copies of the Internet Notice or Proxy Materials

Broadridge Financial Solutions, Inc.
~~(Tabulator/Inspector of Election)~~

(Tabulator)
Broadridge

Householding Department

51 Mercedes Way

Edgewood, New York 11717

Phone: ~~866-540-7095~~+1-866-540-7095

For Questions or Assistance Voting
~~Innisfree M&A Incorporated~~

Morrow Sodali LLC
(Proxy Solicitor for the ~~Company)~~
~~Stockholders~~ company)
Shareholders in the United States
call toll-free: ~~888-750-5834~~
+1-800-607-0088
Banks and brokers and shareholders outside of the  United States
call collect: ~~212-750-5833~~+1-203-658-9400

~~Table of Contents~~Cognizant 2024 Proxy statement 103

~~World Headquarters~~
~~500 Frank W. Burr Blvd.~~
~~Teaneck, NJ 07666 USA~~

~~www.cognizant.com~~

Back to Contents

~~Table of Contents~~

Back to Contents

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
~~GLENPOINTE CENTRE WEST~~
~~500~~
300 FRANK W. BURR BLVD.

SUITE 36, 6TH FLOOR
TEANECK, NJ 07666

SCAN TO
VIEW MATERIALS & VOTE

VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
with your smartphone or tablet

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 3, 2024. Have your proxy card in hand when you access the ~~day before the cut-off date or meeting date. Follow~~web site and 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~~During The Meeting - Go to ~~reduce~~www.virtualshareholdermeeting.com/CTSH2024

You may attend 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~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and vote during the meeting when ~~prompted, indicate~~the polls are open. We recommend, however, that you ~~agree~~vote before the meeting even if you plan to ~~receive or access proxy materials electronically~~participate in ~~future years.~~the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed in the box marked by the arrow available and follow the instructions.

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.~~on June 3, 2024. 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:
V44485-P05302	~~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

Company Proposals

The ~~Board~~board of ~~Directors~~directors recommends you vote FOR each of the nominees:

Election of ~~Directors~~12 directors to serve until the ~~2019 Annual Meeting~~2025 annual meeting of ~~Stockholders.~~shareholders.

~~Nominees~~For

Against

~~For~~Abstain

~~Against~~

~~Abstain~~

Nominees

1a.

Zein Abdalla

☐

1b.

1b.Vinita Bali

☐

~~Betsy S. Atkins~~☐

☐

1c.

Eric Branderiz

☐

1d.

1c.Archana Deskus

☐

~~Maureen Breakiron-Evans~~☐

☐

1d.

~~Jonathan Chadwick~~

☐

1e.

John M. Dineen

☐

1f.

1f.Ravi Kumar S

☐

~~Francisco D'Souza~~☐

☐

1g.

~~John N. Fox, Jr.~~

☐

1h.

~~John E. Klein~~

☐

1i.

1g.

Leo S. Mackay, Jr.

☐

1j.

1h.

Michael Patsalos-Fox

☐

1i.

1k.Stephen J. Rohleder

☐

1j.

Abraham Schot

☐

1k.

Joseph M. Velli

☐

1l.

Sandra S. Wijnberg

☐





The board of directors recommends you vote FOR proposals 2, 3 and 4.		For	Against	Abstain
2.	Approve, on an advisory (non-binding) basis, the compensation of the company’s named executive officers (say-on-pay).	☐	☐	☐

3.	Adopt the company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law, remove obsolete provisions and make other technical and administrative updates.	☐	☐	☐

4.	Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2024.	☐	☐	☐

Shareholder Proposal

The board of directors recommends you vote AGAINST proposal 5.		For	Against	Abstain
5.	Shareholder proposal regarding fair treatment of shareholder nominees, requesting that the board of directors adopt and disclose a policy relating to treating shareholders’ board nominees equitably and without certain unnecessary requirements.	☐	☐	☐

Note: To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof.

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		Signature (Joint Owners)	Date

Back to Contents
~~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.

~~E44243-P05374~~V44486-P05302

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF ~~STOCKHOLDERS~~SHAREHOLDERS OF

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

CLASS A COMMON STOCK

JUNE ~~5, 2018~~4, 2024

Please date, sign and mail your proxy card in the envelope provided as soon as possible.

The undersigned ~~stockholder(s)~~shareholder(s) of Cognizant Technology Solutions Corporation hereby appoint(s) ~~Karen McLoughlin,~~Jatin Dalal, Chief Financial Officer of the ~~Company,~~company, John Kim, Executive Vice President, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary of the company, Robert Telesmanic, Senior Vice President, Controller and Chief Accounting Officer of the ~~Company,~~company, and ~~Harry Demas, Vice President, Assistant General Counsel and~~Carrie Ryan, Assistant Secretary of the ~~Company,~~company, as proxies, with full power of substitution, to vote all shares of the ~~Company's~~company’s Class A Common Stock which the undersigned ~~stockholder(s)~~shareholder(s) is/are entitled to vote at the ~~Company's 2018 Annual Meeting~~company’s 2024 annual meeting of ~~Stockholders~~shareholders or any postponement, continuation or adjournment thereof.

This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned ~~stockholder.~~shareholder. If this proxy is executed but no direction is made, this proxy will be voted FOR each of the nominees listed in ~~accordance with the Board of Directors' recommendations.~~Proposal 1, FOR Proposals 2, 3 and 4 and AGAINST Proposal 5. The proxies are further authorized to vote in their discretion (1) for the election of any person to the ~~Board~~board of ~~Directors~~directors if any nominee named herein becomes unable to serve or for good cause will not serve, (2) on any matter that the ~~Board~~board of ~~Directors~~directors did not know would be presented at the ~~Annual Meeting~~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

~~CHECK THE APPROPRIATE BOX:~~Check the appropriate box:
☑		Preliminary Proxy Statement
☐		Confidential, ~~For~~for Use of the Commission Only (as permitted by Rule ~~14a-6(e)~~14A-6(E)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material ~~Under Rule 14a-12~~under §240.14a-12

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☐	Fee paid previously with preliminary materials.
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		~~1) Title of each class of securities to which transaction applies:~~
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		~~3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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68Frequently requested information	~~APPENDIX A~~~~– Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan~~

74	~~HELPFUL RESOURCES~~

Accelerate growth	Become employer of choice	Simplify our operations

Build and sustain momentum to recapture our place as a market leader in growth	Attract, develop and retain top talent with an employee value proposition that aligns with our ambitions	Improve the efficiency of our business with a streamlined operating model that frees resources to fund further growth

	~~NOTICE OF 2018 ANNUAL MEETING~~About Cognizant

01	~~PROXY STATEMENT SUMMARY~~

10	~~CORPORATE GOVERNANCE~~4
2023 Company snapshot	5
Our financial results	5
10Meeting notice and voting roadmap	6
Corporate governance	11
Governance Highlights	11
Board composition and refreshment	12
Annual shareholder vote to elect directors	12
Assess Board composition and refreshment	12
Identify, evaluate and appoint director candidates	13
Chair and committee appointments	13
Annual Board self-evaluation	14
Annual Board nomination of directors for annual meeting	14
Proxy access	14
Board qualifications	15
*Proposal 1 1:– Election of Directors12 directors**	17
14Director nominees	~~Board Composition~~17
16	~~Board Leadership Structure~~
17	~~Board Role in Risk Oversight~~
18	Committees of the Board		31
19Board engagement activities	~~Director Attendance~~34
20Shareholder engagement	~~Director Compensation~~34
23Shareholder proposals at annual meeting	~~Other Board and Corporate Governance Information~~34
Employee engagement and global delivery operations review	34
Keeping up-to-date with trends and legal developments	35
Sustainable outcomes	35
Supporting our people	35
Running a business with sustainable value	37
Investing in our communities through strategic philanthropy	38
Cognizant Outreach and employee engagement	38
Share ownership	39
Common stock and total stock-based holdings table	39
Delinquent Section 16(a) reports	40
Related person transactions	40
Director compensation	41
Discussion and analysis	41
Director compensation vs. peer group	41
Deferral of restricted stock units	42
Director compensation table	43
24Compensation (Say-on-pay)	~~STOCK OWNERSHIP~~44
24Proposal 2: Advisory vote to approve executive compensation (say-on-pay)	~~Common Stock and Total Stock-Based Holdings Table~~44
25Compensation discussion and analysis (CD&A)	~~Section 16(a) Beneficial Ownership Reporting Compliance~~

26	~~COMPENSATION~~45
26Compensation program objectives	~~Proposal 2~~ 46– Advisory Vote on Executive Compensation (Say-on-Pay)*
27	Compensation ~~Discussion and Analysis~~setting process		47
Primary compensation elements	2749
Performance-based compensation – key performance metrics	51
Performance-based compensation – performance by award	52
Compensation by NEO	55
Other elements of compensation	65
Company policies impacting compensation	66
Compensation Committee report	69
Executive compensation tables	70
2023 Summary compensation table	70
2023 Grants of plan-based awards table	73
Outstanding equity awards at fiscal year-end 2023	75
2023 Option exercises and stock vested table	77
2023 Pension benefits and non-qualified deferred compensation	77
Potential payments upon termination or change in control	78
Overview of ~~Executive Compensation Program~~potential payments	78
Calculation of potential payments	2880	~~Role of Stockholder Say-on-Pay Votes~~
Equity compensation plan information	2881	~~The Compensation-Setting Process~~
CEO pay ratio	2982	~~Direct Compensation of Named Executive Officers~~
Pay versus performance table	3483	~~Other Elements of Compensation~~
Relationship Between Compensation Actually Paid and Performance	3685	~~Compensation Committee~~
37Financial Performance Measures	~~Executive Compensation Tables and Pay Ratio~~85
42Adoption of the company’s Amended and Restated Certificate of Incorporation	~~Potential Payments Upon Termination or Change in Control~~

44	~~AUDIT MATTERS~~86
Proposal 3: Adoption of the company’s Amended and Restated Certificate of Incorporation	4486
Audit matters	~~Proposal 3~~ ~~– Ratification of Appointment of Independent Registered Public Accounting Firm~~
45	~~Audit Committee Report~~
46	~~Independent Registered Public Accounting Firm Fees and Other Matters~~

47	~~ADDITIONAL PROPOSALS~~88
47Proposal 4: Ratification of appointment of independent registered public accounting firm	~~Company Proposals~~88
Independent auditor	88
Review and engagement	88
Annual meeting attendance	88
Pre-approval policy and procedures	88
Auditor fees	89
Audit Committee report	89
47Shareholder proposal	~~Proposal 4~~ – Approval of Amendment and Restatement of 2004 Employee Stock Purchase Plan*
52	~~Proposals 5(a), (b) and (c)~~ – Approval of Three Separate Proposals to Eliminate the Supermajority Voting Requirements in the Company's Certificate of Incorporation*
56	~~Stockholder Proposals~~
56	~~Proposal 6~~ – Stockholder Proposal Regarding Stockholder Action by Written Consent*
58	~~Proposal 7~~ – Stockholder Proposal to Lower the Ownership Threshold for Stockholders to Call a Special Meeting*
60	~~Stockholder Proposals and Nominees for the 2019 Annual Meeting~~

61	~~ADDITIONAL INFORMATION~~90
61Proposal 5: Fair treatment of shareholder nominees	~~Proxy Statement and Proxy Solicitation~~90
62The Board’s statement of opposition	~~Annual Meeting Q&A~~91
65Shareholder proposals and nominees for the 2025 annual meeting	93
Additional information	94
Proxy statement and proxy solicitation	94
Annual meeting Q&A	95
Cognizant’s Annual Report on Form 10-K	97
65Forward-looking statements and non-GAAP financial measures	~~Non-GAAP Financial Measures and Forward-Looking Statements~~98
Reconciliation to GAAP financial measures	99
Appendix A	100
Amended and Restated Certificate of Incorporation of Cognizant Technology Solutions Corporation	100
Helpful resources	103
Links	103
Contacts	103

*Board refreshment process	~~To be voted~~12
Committees of the Board	31
Director attendance	17
Director biographies	19
Director diversity	17
Director independence	18
Director qualifications	15
Director stock ownership guidelines	41
Diversity and inclusion	36
Human capital management	35
Risk oversight	31
Shareholder engagement	34

CEO compensation assessment	57
CEO pay ratio	82
Clawback policies	66
Compensation consultant	47
Compensation mix	49
Death benefits	78
Executive stock ownership guidelines	66
Peer group	47
Perquisites	66
Prohibitions on ~~at the meeting~~hedging, short sales, margin accounts and pledging	66
Retirement, death and disability policy	79
Severance benefits	67
Summary compensation table	70

Auditor fees	89
Auditor review and engagement	88
Proxy access	14

¹Place	~~See “Non-GAAP Financial Measures~~Via live webcast – please visit www.virtualshareholdermeeting.com/CTSH2024
Voting
Who can vote	Shareholders as of our record date, April 8, 2024, are eligible to vote
Internet	www.proxyvote.com
Telephone	+1-800-690-6903 (this phone number will work internationally but is only toll-free for callers within the U.S. and ~~Forward-Looking Statements” on page 65 of~~Canada).
Mail	Sign, date and return the ~~Proxy Statement.~~proxy card

Voting matters and Board ~~recommends a vote~~~~FOR~~recommendations~~each Director nominee.~~ ~~See page 10.~~
Proposal 1	~~Approve, on an advisory (non-binding) basis, the~~Election of 12 directors		For See page 17
Proposal 2	Advisory vote to approve executive compensation (say-on-pay)		For See page 44
Proposal 3	Adoption of the ~~Company’s named executive officers.~~company’s Amended and Restated Certificate of Incorporation			~~The Board recommends a vote~~~~FOR~~~~this proposal.~~ For See page ~~26.~~ 86
Proposal 4	~~Ratify the~~Ratification of appointment of ~~PricewaterhouseCoopers LLP as the Company’s~~ independent registered public accounting firm ~~for the year ending December 31, 2018.~~			~~The Board recommends a vote~~~~FOR~~~~this proposal.~~ For See page ~~44.~~ 88
Proposal 5	~~Approve an amendment and restatement of~~Shareholder proposal, if properly presented at the ~~Company’s 2004 Employee Stock Purchase Plan.~~meeting			~~The Board recommends a vote~~~~FOR~~~~this proposal.~~ Against See page ~~47.~~
	~~Approve three separate proposals to eliminate the supermajority voting requirements in the Company’s Certificate of Incorporation with respect to:~~				~~The Board recommends a vote~~~~FOR~~90~~each 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.~~
	~~Consider a stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent (if properly presented).~~				~~The Board recommends a vote~~~~AGAINST~~~~this 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 vote~~~~AGAINST~~~~this proposal.~~ ~~See page 58.~~

~~Date:~~	~~Tuesday, June 5, 2018~~
~~Time:~~	~~8:30 a.m. Eastern Time~~
~~Place:~~	~~Teaneck Marriott at Glenpointe~~ ~~100 Frank W. Burr Blvd.~~ ~~Teaneck, New Jersey 07666~~

	~~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” on page 63.~~

~~Proposal 1~~
~~Election of Directors~~
●~~Elect the 11 Director nominees named below to serve as Directors until the 2019 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 vote~~~~FOR~~~~each Director nominee named below.~~	~~See page 10 for further information~~

Qualified	Our Board’s key qualifications
	67% 33% 25% 50% 83% 92% 58% 83% 25%	Technology and Consulting Services Talent Management Security Regulated Industries Operations Management International Business Development Public Company Leadership Public Company Governance Finance, Accounting and Risk Management
Diverse	$Our Board’s demographics (see also our Board diversity matrix on page 17)
	~~AC Financial Expert~~ 58% 50% 42% 25%	born outside the United States worked overseas racially/ethnically diverse female
Independent	92% directors are independent with five of such directors appointed since January 2020
Engaged	97% weighted average attendance of directors at 2023 Board and committee meetings
Tenure	Average: 5 years
	33% 33% 33%	0-2 years 3-6 years 7-10+ years
Age	Average: 63 years old
	25% 75%	50-60 years old > 60 years old
Except with respect to attendance at 2023 Board and committee meetings, information above is for our 2024 director nominees and excludes Nella Domenici, who resigned from the Board in order to pursue a nomination for U.S. Senate for the State of New Mexico in January 2024, at which time the size of the Board was decreased to 12.

•	Our compensation program ensures that incentives are aligned with our corporate strategies and business objectives.
•	~~Global Business Experience~~61% of our current CEO’s 2023 target direct compensation and 50% of our non-CEO NEOs’ 2023 target direct compensation was performance-based.

Performance- driven and aligned with strategic priorities and shareholder interests	Cash	~~Tech/Consulting Services~~	2023 Target direct compensation
	• Base salary provides a stable source of cash income at competitive levels • Annual cash incentive (ACI) motivates and rewards achievement of short-term company financial objectives	~~Technology~~
	Equity	~~Financial~~
	• Performance stock units (PSUs)incentivize shareholder return and reward achievement of long-term company financial objectives and performance of our common stock • Restricted stock units (RSUs) reward continued service and long-term performance of our common stock

•	Limit the liability of certain officers of the company as permitted by Delaware law;
•	Remove or revise obsolete provisions relating to the classification of our Board that are inapplicable because the declassification of our Board was completed in 2016, and include other technical and administrative updates; and
•	Restate the Certificate of Incorporation to reflect the foregoing amendments.

•	The Audit Committee is directly involved in the annual review and engagement of PwC to ensure continuing audit independence.
•	The continued retention of PwC is in the best interests of the company and its shareholders.

~~Strong Director Engagement~~	~~Director Nominee Tenure~~•	~~Board Refreshment~~ Of our 12 director nominees, 3 are female, 5 are racially or ethnically diverse and 7 were born outside the United States
~~Average Director nominee attendance at 2017 meetings~~ Board evaluations ~~Board~~~~100%~~ ~~Audit Committee~~~~98%~~ ~~Compensation Committee~~~~100%~~ ~~Financial Policy Committee~~~~100%~~ ~~Governance Committee~~~~100%~~	~~0-2 Years~~ ~~3-5 Years~~ ~~Median: 5~~ ~~6-10 Years~~ ~~>10 Years~~	• Annual Board and committee evaluations to increase Board effectiveness and inform future Board refreshment efforts
Director independence		• The Board has determined that all director nominees, other than the CEO, are independent
Annual elections		• All of our directors are elected annually
~~Cognizant Policy:~~Director overboarding policy and director time commitments		• A director who serves as the named executive officer of the company or any other public company is not permitted to serve on the board of more than one other public company in addition to our Board • All other directors are generally not permitted to serve on the boards of more than three other public companies in addition to our Board • Board members are expected to ensure that their existing and future commitments do not interfere with their service on Cognizant’s Board. The Governance Committee annually reviews outside director time commitments to evaluate and confirm that all director nominees ~~must be~~have demonstrated that they have committed and expect to ~~regularly attend and participate in meetings of~~commit appropriate time to serve effectively on the Board and its ~~committees.~~committees	~~Cognizant Policy:~~~~Have a balanced mix of both deep Company and industry knowledge and fresh perspective.~~	~~Cognizant Policy:~~Annually review each director’s continuation on the Board and 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.
		Change in job responsibilities
~~Corporate Governance Highlights~~

~~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~~
Board committees			• Each of our four committees consists solely of independent directors; each standing committee operates under a written charter, which is reviewed annually, that has been approved by the Board
Committee refreshment		• The Governance Committee and the Board periodically, and at least annually, evaluate, among other things, the committee assignments of directors and adjust committee membership as needed in order to effectively allocate the mix of skills and experiences on each committee
Risk oversight		• The Board works through its committees and senior management to exercise oversight of the enterprise risk management process

Shareholder rights
Proxy access		• One or more shareholders holding at least 3% of our common stock for at least 3 years may submit director nominees for inclusion in the company’s proxy statement for up to 25% of the Board or 2 directors, whichever is greater
Right to call special meeting		• Shareholders holding a “net long position” of at least 10% of our outstanding shares of common stock for one year have the right to call a special meeting of shareholders, subject to applicable limitations and procedural limitations
Majority voting standard		• Each of our directors is elected by a majority of the votes cast in uncontested elections
Single voting class		• The only class of stock entitled to be voted at the annual meeting is our common stock
Shareholder engagement		• We prioritize regular engagement with our shareholders regarding matters of governance, strategy, management engagement with the Board, talent, the progress of and addressing business goals through ESG and other governance topics; in late 2023 and early 2024, Mr. Rohleder, as Board Chair, Mr. Mackay, as Chair of the Compensation and Human Capital Committee, and Ms. Wijnberg, as the Chair of the Audit Committee, participated in these meetings
No poison pill		• We do not have a poison pill or similar shareholder rights plan
Cash severance policy		• Our Senior Executive Cash Severance Policy provides that the company will not enter into any new employment agreement or severance or separation arrangement or agreement with any company senior executive, or establish any new severance plan or policy covering any company senior executive, in each case, that provides for cash severance benefits exceeding 2.99 times the sum of the senior executive’s base salary plus target bonus for the year of termination, without seeking shareholder approval or ratification

•	Our Board has committed to include women and persons with ethnically or racially diverse backgrounds in each pool of candidates from which we select new director nominees (known as the “Rooney Rule”); for example, our Board membership has increased from one woman in 2019 to four women in 2023 and, following Ms. Domenici’s resignation, three women nominees for election at this meeting. See page 17.
•	With the recent departure of Nella Domenici from our Board in order to run for the U.S. Senate for the State of New Mexico and corresponding decrease in the size of our Board, the Board is currently reviewing possible candidates for an additional director and remains committed to maintaining Board gender diversity. See page 18.
•	The Board evaluates the effectiveness of its director diversity efforts through its annual self-evaluation process and on an ongoing basis through its director candidate search processes.
Attention and focus by each director in light of other obligations. Our corporate governance guidelines provide that directors are:
•	Required to offer to resign from the Board following a material change in job responsibilities (other than retirement).
•	Limited to service on no more than three other public company boards in addition to the company’s Board (one if the director is a public company named executive officer).

•	Our Board considers other positions a director or 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 ~~committee self-assessments~~ ●~~Consideration of Board diversity in director selection~~ its committees.
~~Stockholder Rights~~•	There are no family relationships among any of our directors, executive officers and ~~Engagement~~ key employees.
•	Our Board determines independence in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”).

•	The name(s) of the proposed director candidates
•	Appropriate biographical information and background materials
•	A statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 3% of the company’s common stock for at least three years

•	Discuss, assess and interview candidates
•	Evaluate candidates based on desired skills and characteristics
•	Recommend nominees to the Board

•	Interview, discuss and assess candidates recommended by the Governance Committee
•	Analyze independence
•	Appoint directors to the Board

Board composition and accountability

Board leadership

~~Leadership~~~~11 (100%)~~•

~~Global Business Experience~~~~11 (100%)~~

~~Tech/Consulting Services~~~~4 (36%)~~Separate Board Chair and CEO positions since 2003; Mr. Rohleder has served as independent Chairman of the Board since January 2023

Board refreshment

~~Technology~~~~10 (91%)~~•

~~Financial~~~~11 (100%)~~

~~Operational~~~~10 (91%)~~Since 2020, the Board has elected six new independent directors – Ms. Bali and Ms. Deskus in 2020, Mr. Rohleder in 2022 and Mr. Branderiz, Ms. Domenici and Mr. Schot in 2023. Ms. Domenici subsequently resigned from the Board in January 2024 to run for the U.S. Senate for the State of New Mexico, at which time the size of the Board was decreased to 12.

Board diversity

Technology and consulting services Qualification: extensive experience in senior leadership roles at companies in the technology and consulting fields Relevance to our business and strategy: we are a global professional services organization focused on accelerating our growth in providing technology and consulting services to many of the world’s leading companies	Branderiz Velli	Deskus Wijnberg	Kumar	Mackay	Patsalos-Fox	Rohleder
Talent management Qualification: a deep understanding of the dynamics of a people-based business obtained from experience as a senior leader in a large professional services organization Relevance to our business and strategy: we view our people as our most important asset and seek to become an employer of choice among global professional services organizations	Kumar	Patsalos-Fox	Rohleder	Wijnberg
Security Qualification: expertise in information security Relevance to our business and strategy: we are focused on our risk management strategy and our business is critically dependent on our ability to maintain the confidentiality of sensitive business and personal data of our clients and our clients’ customers, in addition to our own such data	Deskus	Mackay	Patsalos-Fox
Regulated industries Qualification: particular knowledge of certain regulated industries such as financial services and healthcare Relevance to our business and strategy: our company is highly dependent on customers concentrated in certain regulated industries where clients face unique challenges and where we benefit from industry expertise in Board oversight of the company’s strategy and regulatory compliance	Deskus	Dineen	Mackay	Rohleder	Velli	Wijnberg
	Deskus	Dineen	Mackay	Rohleder	Velli	Wijnberg
Operations management Qualification: experience serving as a CEO, chief operating officer or similar position with operational oversight of a large organization Relevance to our business and strategy: we are in pursuit of continued growth and increased profitability, which is aided by valuable administrative and operational insights at the Board level	Abdalla Mackay	Bali Rohleder	Branderiz Schot	Deskus Velli	Dineen	Kumar

International business development Qualification: experience overseeing corporate strategy and development or managing large non-U.S. organizations Relevance to our business and strategy: as we continue to focus on growing our business, including through acquisitions and geographic expansion, we value insight into the challenges and risks, as well as the means of successfully overcoming such challenges and risks, with respect to acquiring and integrating other companies and undertaking continued international expansion of our business	Abdalla Patsalos-Fox	Bali Rohleder	Branderiz Schot	Deskus Velli	Dineen Wijnberg	Kumar
Public company leadership Qualification: service in a CEO, president or senior executive business role directing strategy and management at a large, publicly traded company or significant business unit of such a company Relevance to our business and strategy: we are a large, global organization focused on simplifying our operations and accelerating our growth and value practical experience and understanding as well as experience addressing the challenges of large-scale operations and experience identifying and developing leadership qualities for the management team that takes on such challenges	Abdalla Velli	Bali	Dineen	Kumar	Rohleder	Schot
Public company governance Qualification: current or recent service on the boards of other U.S.-listed public companies Relevance to our business and strategy: we are a U.S.-listed public company and it is important for us to maintain good corporate governance practices and have insight into U.S. public company board practices, including with respect to Board management, relations between the Board and senior management, Board refreshment, management succession planning, risk management and executive compensation	Abdalla Mackay	Bali Rohleder	Branderiz Velli	Deskus Wijnberg	Dineen	Kumar
Finance, accounting and risk management Qualification: financial accounting and reporting, regulatory compliance and risk management experience derived from serving in roles such as CFO, Chief Accounting Officer, Controller, head of internal audit or chief risk officer of a large, global, publicly traded company or as an audit partner at a public accounting firm Relevance to our business and strategy: we are a large, publicly traded company with a global footprint and complex financial, accounting and risk management needs, and we are focused on maintaining appropriate finance, accounting and risk management practices	Branderiz	Mackay	Wijnberg

98%		94%		100%		96%		96%
	Board of Directors	A	Audit Committee	C	Compensation and Human Capital Committee	F	Finance and Strategy Committee	G	Governance and Sustainability Committee

Total Number of Directors: 12
Part 1: Gender Identity*	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	9	—	—
Part 2: Demographic Background*	Female	Male	Non-Binary	Did Not Disclose Demographic Background
African American or Black	—	1	—	—
Alaskan Native or American Indian	—	—	—	—
Asian (including South Asian)	2	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	6	—	—
Two or More Races or Ethnicities	—	1*	—	—
Did Not Disclose Demographic Background	—	—	—	—
LGBTQ+	—	—	—	—
Military Veterans	—	1	—	—
* Information was voluntarily provided by directors and reflects self-identified attributes. The director who self-identified as two or more races or ethnicities did not disclose the specific races or ethnicities

Shareholder rights and engagement		Board of Directors

	Annual director elections / no classified ~~board~~ ●Board		Majority of independent directors (11 of 12 director nominees)
	Proxy access ●~~Stockholders~~		Separate independent Board Chair and CEO positions since 2003
	Shareholder right to call a special meeting ●(10% threshold)		Annual Board and committee self-assessments
	Annual vote to ratify executive compensation		Majority voting in director elections
	Annual vote to ratify selection of independent registered public accounting firm ●		A director who experiences a material change in job responsibilities (other than retirement) is required to offer to resign
	No poison pill

~~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~~ ~~FOR~~~~the approval, on an advisory (non-binding) basis, of our executive compensation.~~	~~See page 26 for further information~~

~~What We Do~~			~~What We Don’t Do~~Regular executive sessions of independent directors
~~Pay for performance, with high percentages~~	Each share of ~~performance-based and long-term equity compensation~~	~~See page 29~~	~~No hedging or speculation with respect~~company common stock is entitled 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~~one vote on matters put to 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~~

~~Annual Cash Incentive (ACI)~~
~~Annual cash incentive to motivate and reward achievement of Company financial and operational objectives~~
~~Measurement Period~~	~~Target Compensation~~
~~1 year (2017)~~	~~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)~~
~~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)~~	~~1/3~~^rd ~~at 30 months~~
	~~2/3~~^rds ~~at 36 months~~
~~Vesting Range~~