---
schema_version: "secwatch.filing_event.v1"
accession: "0001058290-26-000022"
form_type: "8-K"
ticker: "CTSH"
cik: "0001058290"
company_name: "COGNIZANT TECHNOLOGY SOLUTIONS CORP"
filed_at: "2026-06-03T20:07:23+00:00"
generated_at: "2026-06-03T20:36:00.048673+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Cognizant annual meeting results: all directors re-elected, shareholder written consent proposal fails

## Summary
- Quorum of 440.2M shares (92.90%) present; all 13 director nominees re-elected.
- Say-on-pay advisory vote approved: 387.8M for, 28.3M against (93.2% support).
- Ratification of PwC as auditor approved: 398.9M for, 41.1M against.
- Shareholder proposal for written consent right failed: 162.5M for (39.0%), 253.8M against.

## SEC filing metadata
- accession: 0001058290-26-000022
- form_type: 8-K
- ticker: CTSH
- cik: 0001058290
- company_name: COGNIZANT TECHNOLOGY SOLUTIONS CORP
- filed_at: 2026-06-03T20:07:23+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1058290/000105829026000022/0001058290-26-000022-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1058290/000105829026000022/ctsh-20260602.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001058290-26-000022
- JSON: https://secwatch.observer/filing/0001058290-26-000022.json
- Plain text: https://secwatch.observer/filing/0001058290-26-000022.txt

## Key facts
- Shareholder Votes
  COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-02 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-02
  source text: 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, 2026 was as follows: For Against Abstain Broker Non-Votes 398,861,120 41,096,195 283,600 -
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058290/000105829026000022/0001058290-26-000022-index.htm
- Shareholder Votes
  COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders rejected Shareholder Proposal to Adopt a Shareholder Right to Act by Written Consent at the 2026-06-02 meeting.
  - Outcome: failed
  - Meeting: 2026-06-02
  source text: Proposal 4. Shareholder Proposal to Adopt a Shareholder Right to Act by Written Consent The vote with respect to the shareholder proposal to adopt a shareholder right to act by written consent was as follows: For Against Abstain Broker Non-Votes 162,523,425 253,824,087 560,856 23,332,547
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058290/000105829026000022/0001058290-26-000022-index.htm
- Shareholder Votes
  COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Election of 13 Director Nominees at the 2026-06-02 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-02
  source text: At the Annual Meeting, all of the directors were re-elected
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058290/000105829026000022/0001058290-26-000022-index.htm
- Shareholder Votes
  COGNIZANT TECHNOLOGY SOLUTIONS CORP shareholders approved Advisory Vote to Approve Executive Compensation (Say-on-Pay) at the 2026-06-02 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-02
  source text: Proposal 2. Advisory Vote to Approve 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 387,762,676 28,276,341 869,351 23,332,547
  evidence_url: https://www.sec.gov/Archives/edgar/data/1058290/000105829026000022/0001058290-26-000022-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.