0001058290False00010582902025-06-032025-06-03

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 3, 2025
Cognizant.jpg
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware0-2442913-3728359
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
300 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
(Address of Principal Executive Offices including 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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock,
$0.01 par value per share
CTSHThe 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 3, 2025. At the close of business on April 7, 2025, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 492,939,296 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 442,088,256 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 89.68% 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 18, 2025.

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 Directors

The vote with respect to the election of directors was as follows:
ForAgainstAbstainBroker
Non-Votes
Zein Abdalla392,235,36621,464,808158,67628,229,406
Vinita Bali402,120,08811,360,531378,23128,229,406
Eric Branderiz412,453,7461,246,396158,70828,229,406
Archana Deskus412,484,0841,203,960170,80628,229,406
John M. Dineen413,418,023286,820154,00728,229,406
Ravi Kumar S413,469,875230,022158,95328,229,406
Leo S. Mackay, Jr.366,326,49647,168,479363,87528,229,406
Michael Patsalos-Fox403,811,1599,895,072152,61928,229,406
Stephen J. Rohleder405,170,2728,534,410154,16828,229,406
Abraham Schot401,580,77312,118,788159,28928,229,406
Karima Silvent412,608,9291,078,786171,13528,229,406
Joseph M. Velli412,494,0021,206,540158,30828,229,406
Sandra S. Wijnberg397,596,32216,110,284152,24428,229,406

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:
ForAgainstAbstainBroker Non-Votes
387,689,08125,306,878862,89128,229,406

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, 2025 was as follows:
ForAgainstAbstainBroker Non-Votes
405,760,38036,103,761224,115-

Proposal 4. Shareholder Proposal Regarding Support for Special Shareholder Meeting Improvement

The vote with respect to the shareholder proposal regarding the shareholders’ right to call special meetings, was as follows:
ForAgainstAbstainBroker Non-Votes
38,416,206375,161,700280,94428,229,406





Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 6, 2025


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