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CTSH Cognizant Technology Solutions

Filed: 5 Jun 20, 4:52pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 2, 2020
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware0-2442913-3728359
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Glenpointe Centre West
500 Frank W. Burr Blvd.
Teaneck,New Jersey07666
(Address of Principal Executive Offices)(Zip Code)
(201) 801-0233
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock,
$0.01 par value per share
CTSHThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                 
Emerging growth company
        
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07.  Submission of Matters to a Vote of Security Holders.

Cognizant Technology Solutions Corporation (the "Company") held its annual meeting of shareholders (the "Annual Meeting") on Tuesday, June 2, 2020. At the close of business on April 6, 2020, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 541,055,494 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 485,105,402 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 89.7% of the Company’s outstanding shares of Class A Common Stock as of the Record Date.

The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.

At the Annual Meeting, all of the directors were re-elected, Proposals 2 and 3 were approved and Proposal 4 was not approved.

Proposal 1. Election of Directors

The vote with respect to the election of directors was as follows:

ForAgainstAbstainBroker
Non-Votes
Zein Abdalla449,084,4824,005,663223,88831,791,369
Vinita Bali418,530,24534,592,135191,65331,791,369
Maureen Breakiron-Evans442,783,29110,323,511207,23131,791,369
Archana Deskus443,885,4009,223,212205,42131,791,369
John M. Dineen452,380,642681,554251,83731,791,369
John N. Fox, Jr.425,650,24327,465,830197,96031,791,369
Brian Humphries452,806,943327,918179,17231,791,369
Leo S. Mackay, Jr.446,270,6866,839,473203,87431,791,369
Michael Patsalos-Fox443,357,5079,754,016202,51031,791,369
Joseph M. Velli446,752,5806,357,184204,26931,791,369
Sandra S. Wijnberg440,628,46612,478,716206,85131,791,369

Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay)

The advisory vote on the compensation of the Company’s named executive officers was as follows:

ForAgainstAbstainBroker Non-Votes
409,636,68843,045,967631,37831,791,369

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm

The vote with respect to the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was as follows:

ForAgainstAbstainBroker Non-Votes
457,464,54127,439,349201,512-

Proposal 4. Shareholder Proposal Regarding Shareholder Action by Written Consent

The vote with respect to the shareholder proposal requesting that the board of directors take action as necessary to permit shareholder action by written consent was as follows:

ForAgainstAbstainBroker Non-Votes
77,487,523374,525,0891,301,42131,791,369





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:/s/ Matthew W. Friedrich
Name:Matthew W. Friedrich
Title:Executive Vice President, General Counsel and Chief Corporate Affairs Officer
 
Date: June 5, 2020