COGNIZANT TECHNOLOGY SOLUTIONS CORP

8-K · ctsh-20260602.htm iXBRL

0001058290 2026-06-02 2026-06-02

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 8-K

 CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 Date of report (Date of earliest event reported): June 2, 2026

 Cognizant Technology Solutions Corporation
 (Exact Name of Registrant as Specified in Charter)

 Delaware 0-24429 13-3728359
 (State or Other Jurisdiction
 of Incorporation)
 (Commission
 File Number)
 (IRS Employer
 Identification No.)

 300 Frank W. Burr Blvd., Suite 36, 6th Floor
 Teaneck , New Jersey 07666
 (Address of Principal Executive Offices) (Zip Code)
 ( 201 ) 801-0233
 (Registrant’s telephone number, including area code)
 N/A
 (Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Class A Common Stock,
 $0.01 par value per share
 CTSH The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                        
 Emerging growth company ☐

     
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07. Submission of Matters to a Vote of Security Holders.

 Cognizant Technology Solutions Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on Tuesday, June 2, 2026. At the close of business on April 6, 2026, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 473,867,780 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 440,240,915 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 92.90% of the Company’s outstanding shares of Class A Common Stock as of the Record Date.

 The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 17, 2026.

 At the Annual Meeting, all of the directors were re-elected, proposals 2 and 3 were approved and proposal 4 was not approved.

 Proposal 1. Election of 13 Director Nominees

 The vote with respect to the election of director nominees was as follows:

 For Against Abstain Broker
Non-Votes
 Zein Abdalla 388,235,385 28,108,281 564,702 23,332,547
 Vinita Bali 404,952,779 11,566,218 389,371 23,332,547
 Eric Branderiz 414,843,920 1,894,173 170,275 23,332,547
 Archana Deskus 415,879,370 860,138 168,860 23,332,547
 John M. Dineen 415,938,877 803,226 166,265 23,332,547
 Ravi Kumar S 416,010,734 734,587 163,047 23,332,547
 Leo S. Mackay, Jr. 389,179,332 27,555,203 173,833 23,332,547
 Michael Patsalos-Fox 402,727,568 14,014,783 166,017 23,332,547
 Stephen J. Rohleder 407,090,537 9,649,145 168,686 23,332,547
 Abraham Schot 405,946,053 10,791,261 171,054 23,332,547
 Karima Silvent 414,864,797 1,874,614 168,957 23,332,547
 Joseph M. Velli 414,985,465 1,750,656 172,247 23,332,547
 Sandra S. Wijnberg 395,200,421 21,540,445 167,502 23,332,547

 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

 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 -

 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

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

 By:
 /s/ John Kim

 Name:
 John Kim
 Title:
 Chief Legal Officer, Chief Administrative Officer and Corporate Secretary

  

 Date: June 3, 2026