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. |
On March 27, 2017, the Board of Directors (the Board) of Cognizant
Technology Solutions Corporation (the “Company”) appointed Betsy
S. Atkins and John M. Dineen to the Board to fill two newly-created
vacancies, effective April 1, 2017. Ms. Atkins and Mr. Dineen will
serve until the Annual Meeting of Stockholders of the Company to be
held in 2017 (the 2017 Annual Meeting) and will be nominated for
election at that meeting. Both were selected as directors based on
their extensive and strong experience, as summarized below.
Technology Solutions Corporation (the “Company”) appointed Betsy
S. Atkins and John M. Dineen to the Board to fill two newly-created
vacancies, effective April 1, 2017. Ms. Atkins and Mr. Dineen will
serve until the Annual Meeting of Stockholders of the Company to be
held in 2017 (the 2017 Annual Meeting) and will be nominated for
election at that meeting. Both were selected as directors based on
their extensive and strong experience, as summarized below.
Betsy S. Atkins, age 63, has served as Chief Executive Officer of
Baja LLC, a venture capital investment firm, since 1994. Ms. Atkins
served as Chairman and Chief Executive Officer of Clear Standards,
Inc., a provider of energy management and sustainability software
and solutions, from 2009 until its sale to SAP AG in 2010. She
previously served as Chairman and Chief Executive Officer of NCI,
Inc., a neutraceutical functional food company, from 1991 through
its sale in 1993. Ms. Atkins co-founded Ascend Communications, a
manufacturer of communications equipment, in 1989, where she was
also a member of the board of directors until its acquisition by
Lucent Technologies in 1999. Ms. Atkins has served on the board of
directors of Schneider Electric SE since 2011, where she is
currently serving on the Strategy Committee. She has served on the
board of directors of HD Supply Holdings, Inc. since 2013, where
she is currently the Independent Lead Director, Chairman of the
Nominating and Corporate Governance Committee and a member of the
Compensation Committee. She has also served on the board of
directors of SL Green Realty Corp. since 2015, where she is
currently serving on the Audit Committee. She is an advisor to SAP
and a member of board of directors of Volvo Car AB. Ms. Atkins
previously served on the boards of directors of Darden Restaurants,
Inc. from 2014 to 2015, Ciber, Inc. in 2014, Wix.com Ltd. from 2013
to 2014, Chico’s FAS, Inc. from 2004 to 2013 and SunPower
Corporation from 2005 to 2012. Ms. Atkins holds a Bachelor of Arts
degree from the University of Massachusetts, Amherst.
Baja LLC, a venture capital investment firm, since 1994. Ms. Atkins
served as Chairman and Chief Executive Officer of Clear Standards,
Inc., a provider of energy management and sustainability software
and solutions, from 2009 until its sale to SAP AG in 2010. She
previously served as Chairman and Chief Executive Officer of NCI,
Inc., a neutraceutical functional food company, from 1991 through
its sale in 1993. Ms. Atkins co-founded Ascend Communications, a
manufacturer of communications equipment, in 1989, where she was
also a member of the board of directors until its acquisition by
Lucent Technologies in 1999. Ms. Atkins has served on the board of
directors of Schneider Electric SE since 2011, where she is
currently serving on the Strategy Committee. She has served on the
board of directors of HD Supply Holdings, Inc. since 2013, where
she is currently the Independent Lead Director, Chairman of the
Nominating and Corporate Governance Committee and a member of the
Compensation Committee. She has also served on the board of
directors of SL Green Realty Corp. since 2015, where she is
currently serving on the Audit Committee. She is an advisor to SAP
and a member of board of directors of Volvo Car AB. Ms. Atkins
previously served on the boards of directors of Darden Restaurants,
Inc. from 2014 to 2015, Ciber, Inc. in 2014, Wix.com Ltd. from 2013
to 2014, Chico’s FAS, Inc. from 2004 to 2013 and SunPower
Corporation from 2005 to 2012. Ms. Atkins holds a Bachelor of Arts
degree from the University of Massachusetts, Amherst.
John M. Dineen, age 53, has served as an Operating Advisor to
Clayton, Dubilier Rice, LLC, a private equity firm, since January
2015. From 1986 to October 2014, Mr. Dineen served in a variety of
leadership roles with General Electric Company, including as Chief
Executive Officer of GE Healthcare, Chief Executive Officer of GE
Transportation, President of GE Plastics, General Manager of GE’s
Power Equipment business and General Manager of GEs Appliances,
Microwave and Air-Conditioning businesses. Mr. Dineen has served on
the board of directors of Merrimack Pharmaceuticals, Inc. since
2015, where he is currently the Chairman of the Organization and
Compensation Committee. Mr. Dineen holds Bachelor of Science
degrees in Biology and Computer Science from the University of
Vermont.
Clayton, Dubilier Rice, LLC, a private equity firm, since January
2015. From 1986 to October 2014, Mr. Dineen served in a variety of
leadership roles with General Electric Company, including as Chief
Executive Officer of GE Healthcare, Chief Executive Officer of GE
Transportation, President of GE Plastics, General Manager of GE’s
Power Equipment business and General Manager of GEs Appliances,
Microwave and Air-Conditioning businesses. Mr. Dineen has served on
the board of directors of Merrimack Pharmaceuticals, Inc. since
2015, where he is currently the Chairman of the Organization and
Compensation Committee. Mr. Dineen holds Bachelor of Science
degrees in Biology and Computer Science from the University of
Vermont.
The Board determined that Ms. Atkins and Mr. Dineen each qualify as
an independent director under the rules and regulations of The
NASDAQ Stock Market, LLC.
an independent director under the rules and regulations of The
NASDAQ Stock Market, LLC.
Ms. Atkins and Mr. Dineen shall each receive compensation for
serving on the Board consistent with the compensation guidelines
for non-employee directors described in the Companys definitive
proxy statement filed with the United States Securities and
Exchange Commission on April 29, 2016. to those guidelines, the
Board approved, effective April 1, 2017, the grant of the following
to each of Ms. Atkins and Mr. Dineen:
serving on the Board consistent with the compensation guidelines
for non-employee directors described in the Companys definitive
proxy statement filed with the United States Securities and
Exchange Commission on April 29, 2016. to those guidelines, the
Board approved, effective April 1, 2017, the grant of the following
to each of Ms. Atkins and Mr. Dineen:
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A number of restricted stock units equal in value to $23,863
as measured by the closing price of the Companys Class A Common Stock, par value $0.01 per share (Class A Common Stock) on March 31, 2017 (rounded down to the nearest whole share), with such stock grant to vest ratably on an annual basis over three years; and |
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Stock options to purchase a number of shares of Class A
Common Stock (the Stock Options) with a grant date value equal to $23,863 as calculated using a modified Black-Scholes calculation and with an exercise price equal to the closing price of the Class A Common Stock on March 31, 2017. The Stock Options vest in two equal annual installments, with 50% of the Stock Options vesting on the one-year anniversary of the grant date and 50% of the Stock Options vesting on the two-year anniversary of the grant date, so that the Stock Options will be fully vested on the two year anniversary of the grant date. |
Ms. Atkins and Mr. Dineen have also each entered into the Companys
standard form of indemnification agreement for directors and
officers with the Company.
standard form of indemnification agreement for directors and
officers with the Company.
Two of the Companys current directors, Lakshmi Narayanan and Thomas
M. Wendel, will not be seeking reelection at the 2017 Annual
Meeting.
M. Wendel, will not be seeking reelection at the 2017 Annual
Meeting.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year. |
Effective March 27, 2017, the Board amended and restated the
Companys by-laws (as amended and restated, the Amended and Restated
By-Laws) to add a new Article XII selecting Delaware as the
exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Company, (ii) any action or proceeding asserting a
claim of breach of fiduciary duty owed by, or other wrongdoing by,
any director, officer, employee or agent of the Company to the
Company or the Companys stockholders, creditors or other
constituents, (iii) any action or proceeding asserting a claim
against the Company or any director, officer, employee or agent of
the Company that arises under any provision of the Delaware General
Corporation Law or the Companys certificate of incorporation or
by-laws (in each case, as they may be amended from time to time),
(vi) any action or proceeding to interpret, apply, enforce or
determine the validity of the Companys certificate of incorporation
or by-laws (in each case, as they may be amended from time to
time), or (v) any action or proceeding asserting a claim against
the corporation or any director, officer, employee or agent of the
corporation that is governed by the internal affairs doctrine.
Companys by-laws (as amended and restated, the Amended and Restated
By-Laws) to add a new Article XII selecting Delaware as the
exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Company, (ii) any action or proceeding asserting a
claim of breach of fiduciary duty owed by, or other wrongdoing by,
any director, officer, employee or agent of the Company to the
Company or the Companys stockholders, creditors or other
constituents, (iii) any action or proceeding asserting a claim
against the Company or any director, officer, employee or agent of
the Company that arises under any provision of the Delaware General
Corporation Law or the Companys certificate of incorporation or
by-laws (in each case, as they may be amended from time to time),
(vi) any action or proceeding to interpret, apply, enforce or
determine the validity of the Companys certificate of incorporation
or by-laws (in each case, as they may be amended from time to
time), or (v) any action or proceeding asserting a claim against
the corporation or any director, officer, employee or agent of the
corporation that is governed by the internal affairs doctrine.
The foregoing description of the amendments to the Companys by-laws
does not purport to be complete and is qualified in its entirety by
reference to the text of the Amended and Restated By-Laws. The
Amended and Restated By-Laws, along with a copy marked to show
changes from the prior by-laws, are filed as Exhibits 3.1 and 3.2,
respectively, to this Current Report and are incorporated herein by
reference.
does not purport to be complete and is qualified in its entirety by
reference to the text of the Amended and Restated By-Laws. The
Amended and Restated By-Laws, along with a copy marked to show
changes from the prior by-laws, are filed as Exhibits 3.1 and 3.2,
respectively, to this Current Report and are incorporated herein by
reference.
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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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3.1
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Amended and Restated By-Laws of the Company, effective
March 27, 2017 |
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3.2
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Amended and Restated By-Laws of the Company, marked to
show amendments, effective March 27, 2017 |
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. Cognizant Technology Solutions Corporation (NASDAQ:CTSH) Recent Trading Information
Cognizant Technology Solutions Corporation (NASDAQ:CTSH) closed its last trading session up +0.25 at 59.49 with 1,771,215 shares trading hands.
