Cognizant Technology Solutions Corporation (NASDAQ:CTSH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Cognizant Technology Solutions Corporation (the “Company”) held
its annual meeting of stockholders (the “Annual Meeting”) at
the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Blvd.,
Teaneck, NJ 07666, on Tuesday, June 6, 2017. The Company’s
stockholders, upon the recommendation of the Board of Directors,
approved the Cognizant Technology Solutions Corporation 2017
Incentive Award Plan (the “2017 Plan”), which was previously
adopted by the Board of Directors, subject to the approval by the
stockholders, and which will replace the Cognizant Technology
Solutions Corporation 2009 Incentive Compensation Plan (the
“2009 Plan”); provided that outstanding awards granted under
the 2009 Plan will remain subject to the terms of the 2009 Plan.
Such stockholder approval also constituted approval of the
materials terms of the performance goals of awards under the 2017
Plan for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended.
its annual meeting of stockholders (the “Annual Meeting”) at
the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Blvd.,
Teaneck, NJ 07666, on Tuesday, June 6, 2017. The Company’s
stockholders, upon the recommendation of the Board of Directors,
approved the Cognizant Technology Solutions Corporation 2017
Incentive Award Plan (the “2017 Plan”), which was previously
adopted by the Board of Directors, subject to the approval by the
stockholders, and which will replace the Cognizant Technology
Solutions Corporation 2009 Incentive Compensation Plan (the
“2009 Plan”); provided that outstanding awards granted under
the 2009 Plan will remain subject to the terms of the 2009 Plan.
Such stockholder approval also constituted approval of the
materials terms of the performance goals of awards under the 2017
Plan for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended.
The 2017 Plan allows for the issuance of a maximum number of
shares of common stock equal to (i) 46,000,000 new shares, plus
(ii) 2,792,963 shares remaining available under the 2009 Plan
(decreased from the corresponding 7,000,000 figure disclosed in
the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 20, 2017, which was
an estimate based on December 31, 2016 numbers), plus (iii) any
shares under the 2009 Plan underlying awards that are forfeited
or expire or are converted to awards of another person or entity
in connection with a spin-off or other similar event or are
settled for cash.
shares of common stock equal to (i) 46,000,000 new shares, plus
(ii) 2,792,963 shares remaining available under the 2009 Plan
(decreased from the corresponding 7,000,000 figure disclosed in
the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 20, 2017, which was
an estimate based on December 31, 2016 numbers), plus (iii) any
shares under the 2009 Plan underlying awards that are forfeited
or expire or are converted to awards of another person or entity
in connection with a spin-off or other similar event or are
settled for cash.
The materials terms of the 2017 Plan were described in the
Company’s Definitive Proxy Statement filed with the Securities
and Exchange Commission on April 20, 2017. The foregoing
description of the 2017 Plan, and the material terms described in
the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 20, 2017, are not
complete summaries of the terms of the 2017 Plan and are
qualified in their entirety by reference to the full text of the
Plan, which is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
Company’s Definitive Proxy Statement filed with the Securities
and Exchange Commission on April 20, 2017. The foregoing
description of the 2017 Plan, and the material terms described in
the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 20, 2017, are not
complete summaries of the terms of the 2017 Plan and are
qualified in their entirety by reference to the full text of the
Plan, which is filed herewith as Exhibit 10.1 and incorporated
herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual Meeting on Tuesday, June 6, 2017. At
the close of business on April 10, 2017, the record date for the
determination of stockholders entitled to vote at the Annual
Meeting (the Record Date), there were 588,995,145 shares of the
Companys Class A Common Stock outstanding and entitled to vote at
the Annual Meeting. A total of 516,920,905 shares of Class A Common
Stock were present or represented by proxy at the Annual Meeting,
representing approximately 87.8% of the Companys outstanding shares
of Class A Common Stock as of the Record Date.
the close of business on April 10, 2017, the record date for the
determination of stockholders entitled to vote at the Annual
Meeting (the Record Date), there were 588,995,145 shares of the
Companys Class A Common Stock outstanding and entitled to vote at
the Annual Meeting. A total of 516,920,905 shares of Class A Common
Stock were present or represented by proxy at the Annual Meeting,
representing approximately 87.8% of the Companys outstanding shares
of Class A Common Stock as of the Record Date.
The following are the voting results on the seven proposals
considered and voted upon at the Annual Meeting, all of which were
described in the Companys Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 20, 2017.
considered and voted upon at the Annual Meeting, all of which were
described in the Companys Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 20, 2017.
At the Annual Meeting, all of the directors were re-elected,
Proposals 2, 4, 5 and 6 were approved, Proposal 7 (the stockholder
proposal regarding stockholder action by written consent) was not
approved, and the majority of stockholders voted “one year” on
Proposal 3.
Proposals 2, 4, 5 and 6 were approved, Proposal 7 (the stockholder
proposal regarding stockholder action by written consent) was not
approved, and the majority of stockholders voted “one year” on
Proposal 3.
Proposal 1. Election of Directors
The vote with respect to the election of directors was as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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Zein Abdalla
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467,149,747
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9,646,776
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211,195
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39,913,187
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Betsy S. Atkins
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470,485,662
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6,325,720
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196,336
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39,913,187
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Maureen Breakiron-Evans
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467,097,580
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9,709,221
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200,917
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39,913,187
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Jonathan Chadwick
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475,901,786
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897,713
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208,219
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39,913,187
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John M. Dineen
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475,785,876
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1,016,559
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205,283
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39,913,187
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Francisco DSouza
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476,051,561
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764,573
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191,584
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39,913,187
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John N. Fox, Jr.
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463,162,268
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13,646,432
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199,018
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39,913,187
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John E. Klein
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454,264,214
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22,543,397
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200,107
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39,913,187
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Leo S. Mackay, Jr.
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476,033,440
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771,766
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202,512
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39,913,187
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Michael Patsalos-Fox
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428,401,524
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48,401,649
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204,545
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39,913,187
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Robert E. Weissman
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453,963,778
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22,844,311
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199,629
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39,913,187
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Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay)
The advisory vote on the compensation of the Companys named
executive officers was as follows:
executive officers was as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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446,961,495
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28,538,754
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1,507,469
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39,913,187
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Proposal 3. Advisory Vote on the Frequency of Future Advisory Votes
on Executive Compensation
on Executive Compensation
The advisory vote on the frequency of future advisory votes on the
compensation of the Companys named executive officers was as
follows:
compensation of the Companys named executive officers was as
follows:
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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BROKER NON-VOTES
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434,573,800
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203,258
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44,728,736
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501,924
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39,913,187
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Proposal 4. Approval of Cognizant Technology Solutions Corporation
2017 Incentive Award Plan
2017 Incentive Award Plan
The vote with respect to the approval of the Cognizant Technology
Solutions Corporation 2017 Incentive Award Plan was as follows:
Solutions Corporation 2017 Incentive Award Plan was as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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439,460,756
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37,294,979
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251,983
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39,913,187
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Proposal 5. Ratification of Appointment of Independent Registered
Public Accounting Firm
Public Accounting Firm
The vote with respect to the ratification of PricewaterhouseCoopers
LLP as the Companys independent registered public accounting firm
for the year ending December 31, 2017 was as follows:
LLP as the Companys independent registered public accounting firm
for the year ending December 31, 2017 was as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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505,426,427
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11,261,002
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233,476
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Proposal 6. Stockholder Proposal Regarding the Elimination of
Supermajority Voting Provisions of the Company’s>Certificate of
Incorporation and By-laws
Supermajority Voting Provisions of the Company’s>Certificate of
Incorporation and By-laws
The vote with respect to the stockholder proposal requesting that
the Board of Directors take the steps necessary to eliminate the
supermajority voting provisions of the Company’s Certificate of
Incorporation and By-laws was as follows:
the Board of Directors take the steps necessary to eliminate the
supermajority voting provisions of the Company’s Certificate of
Incorporation and By-laws was as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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475,701,137
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1,050,137
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256,444
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39,913,187
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Proposal 7. Stockholder Proposal Regarding Stockholder Action by
Written Consent
Written Consent
The vote with respect to the stockholder proposal requesting that
the Board of Directors take the steps necessary to permit
stockholder action by written consent was as follows:
the Board of Directors take the steps necessary to permit
stockholder action by written consent was as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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217,715,572
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258,564,655
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727,491
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39,913,187
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Cognizant Technology Solutions Corporation 2017 Incentive
Award Plan |
About Cognizant Technology Solutions Corporation (NASDAQ:CTSH)
Cognizant Technology Solutions Corporation is a provider of information technology (IT), consulting and business process services. The Company operates through four segments: Financial Services, which includes customers providing banking/transaction processing, capital markets and insurance services; Healthcare, which includes healthcare providers and payers, as well as life sciences customers, including pharmaceutical, biotech and medical device companies; Manufacturing, Retail and Logistics, which includes manufacturers, retailers, travel and other hospitality customers, as well as customers providing logistics services, and Other, which includes communications, manufacturing/retail/logistics, and high technology. The Company’s competencies include business, process, operations and IT consulting, application development and systems integration, enterprise information management, application testing, application maintenance and IT infrastructure services.
