---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-085864"
form_type: "8-K"
ticker: "KD"
cik: "0001867072"
company_name: "Kyndryl Holdings, Inc."
filed_at: "2023-07-31T23:59:59+00:00"
generated_at: "2026-06-12T22:18:33.208446+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Kyndryl shareholders approve 17M share increase to long-term incentive plan; severance plan amended

## Summary
- Stockholders approved amendment to 2021 Long-Term Performance Plan, increasing authorized shares by 17,000,000.
- Severance plan amended to allow waiver of noncompete/customer nonsolicit where prohibited in the U.S.; VP Total Rewards granted waiver authority.
- Continued equity vesting on retirement now requires one year of active service from grant date for restricted stock units.
- At annual meeting, directors elected with >97% support; say-on-pay approved by 88%; auditor ratification 99%.

## SEC filing metadata
- accession: 0001104659-23-085864
- form_type: 8-K
- ticker: KD
- cik: 0001867072
- company_name: Kyndryl Holdings, Inc.
- filed_at: 2023-07-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1867072/000110465923085864/0001104659-23-085864-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1867072/000110465923085864/tm2322073d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-085864
- JSON: https://secwatch.observer/filing/0001104659-23-085864.json
- Plain text: https://secwatch.observer/filing/0001104659-23-085864.txt

## Key facts
- Shareholder Votes
  Kyndryl Holdings, Inc. shareholders approved Approval of Amendment and Restatement of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan at the 2023-07-27 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-07-27
  source text: Proposal 3—Approval of Amendment and Restatement of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan (“Amended Plan”) 93% of the votes present and entitled to vote approved the amendment and restatement of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan Votes For Votes Against Abstentions Broker Non-Votes 133,206,210 9,345,158 653,551 39,679,269
  evidence_url: https://www.sec.gov/Archives/edgar/data/1867072/000110465923085864/0001104659-23-085864-index.htm
- Shareholder Votes
  Kyndryl Holdings, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-07-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-07-27
  source text: Proposal 2—Advisory Vote to Approve Executive Compensation 88% of the votes present and entitled to vote approved the compensation of the Company’s named executive officers: Votes For Votes Against Abstentions Broker Non-Votes 126,290,024 16,242,130 672,765 39,679,269
  evidence_url: https://www.sec.gov/Archives/edgar/data/1867072/000110465923085864/0001104659-23-085864-index.htm
- Shareholder Votes
  Kyndryl Holdings, Inc. shareholders approved Election of Directors at the 2023-07-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-07-27
  source text: Proposal 1—Election of Directors Each director nominee received the support of at least 97% of the votes cast: Name Votes For Votes Against Abstentions Broker Non-Votes John D. Harris II 139,188,743 3,722,905 293,271 39,679,269 Jana Schreuder 140,331,843 2,592,852 280,224 39,679,269 Howard I. Ungerleider 140,685,278 2,224,861 294,780 39,679,269
  evidence_url: https://www.sec.gov/Archives/edgar/data/1867072/000110465923085864/0001104659-23-085864-index.htm
- Shareholder Votes
  Kyndryl Holdings, Inc. shareholders approved Ratification of the Appointment of the Independent Registered Public Accounting Firm at the 2023-07-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-07-27
  source text: Proposal 4—Ratification of the Appointment of the Independent Registered Public Accounting Firm 99% of the votes present and entitled to vote ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024: Votes For Votes Against Abstentions Broker Non-Votes 181,703,319 811,632 369,237 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1867072/000110465923085864/0001104659-23-085864-index.htm

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