8-K
filed June 9, 2023, 7:59 PM ET
ticker CTSH
CIK 0001058290
other material
confidence high
sentiment neutral
materiality 0.30
Cognizant shareholders approve 2023 Incentive Award Plan (25M shares) and ESPP increase to 50M shares
COGNIZANT TECHNOLOGY SOLUTIONS CORP
- 2023 Incentive Award Plan approved; authorizes up to ~24.775M new shares plus forfeited awards.
- ESPP share reserve increased from 40M to 50M shares; purchase price at 95% of fair market value.
- All 13 director nominees re-elected with overwhelming support; average 'for' votes ~94%.
- Advisory say-on-pay passed (394M for vs 32M against); say-on-frequency set at 1 year (419M votes).
- Two shareholder proposals (fair elections and termination pay) failed overwhelmingly.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-06 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 6. 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, 2023 was as follows: For Against Abstain Broker Non-Votes 434,387,751 24,585,885 171,422 -
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Advisory Vote on Executive Compensation (Say-on-Pay) at the 2023-06-06 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-06
Exact text from the filing
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: For Against Abstain Broker Non-Votes 394,322,706 32,390,250 414,208 32,017,894
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders rejected Shareholder Proposal Regarding Termination Pay at the 2023-06-06 meeting.
- Outcome
- failed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 8. Shareholder Proposal Regarding Termination Pay The vote with respect to the shareholder proposal regarding shareholder ratification of termination pay, requesting that the Board seek shareholder approval of certain senior manager severance packages, was as follows: For Against Abstain Broker Non-Votes 37,100,780 389,632,299 394,085 32,017,894
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Election of Directors at the 2023-06-06 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 1. Election of Directors The vote with respect to the election of directors was as follows: For Against Abstain Broker Non-Votes Zein Abdalla 411,660,721 15,237,954 228,489 32,017,894 Vinita Bali 417,126,788 9,769,601 230,775 32,017,894 Eric Branderiz 423,470,477 3,244,174 412,513 32,017,894 Archana Deskus 415,484,665 11,415,473 227,026 32,017,894 John M. Dineen 424,504,577 2,394,746 227,841 32,017,894 Nella Domenici 425,682,739 1,033,559 410,866 32,017,894 Ravi Kumar S 425,621,547 1,104,684 400,933 32,017,894 Leo S. Mackay, Jr. 390,440,872 36,458,034 228,258 32,017,894 Michael Patsalos-Fox 420,485,510 6,413,593 228,061 32,017,894 Stephen J. Rohleder 417,992,274 8,908,872 226,018 32,017,894 Abraham Schot 424,966,450 1,750,249 410,465 32,017,894 Joseph M. Velli 420,579,642 6,318,371 229,151 32,017,894 Sandra S. Wijnberg 406,171,718 20,733,169 222,277 32,017,894
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Approve an amendment to the Company’s 2004 Employee Stock Purchase Plan at the 2023-06-06 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 5. Approve an amendment to the Company’s 2004 Employee Stock Purchase Plan The vote with respect to the approval of the amendment to the Company’s 2004 Employee Stock Purchase Plan was as follows: For Against Abstain Broker Non-Votes 426,269,729 684,477 172,958 32,017,894
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Advisory Vote on Approve Frequency of Future Say-on-Pay Votes (Say-on-Frequency) at the 2023-06-06 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 3. Advisory Vote on Approve Frequency of Future Say-on-Pay Votes (Say-on-Frequency) The advisory vote on the frequency of the Company’s future say-on-votes was as follows: 1 Year 2 Years 3 Years Abstain 419,179,191 174,448 7,590,723 182,802
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Approve the Company’s 2023 Incentive Award Plan at the 2023-06-06 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 4. Approve the Company’s 2023 Incentive Award Plan The vote with respect to the approval of the Company’s 2023 Incentive Award Plan was as follows: For Against Abstain Broker Non-Votes 407,968,890 18,960,220 198,054 32,017,894
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders rejected Shareholder Proposal Regarding Fair Elections at the 2023-06-06 meeting.
- Outcome
- failed
- Meeting
- 2023-06-06
Exact text from the filing
Proposal 7. Shareholder Proposal Regarding Fair Elections The vote with respect to the shareholder proposal regarding fair elections, requesting that the Board amend the Company’s by-laws to require shareholder approval for certain advance notice by-law amendments, was as follows: For Against Abstain Broker Non-Votes 86,693,062 337,695,094 2,739,008 32,017,894
View on SEC.gov
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