Cognizant Files 8-K for Corporate Updates

TL;DR

Cognizant filed an 8-K on June 4th for corporate updates - check for governance changes.

AI Summary

Cognizant Technology Solutions Corporation filed an 8-K on June 7, 2024, reporting events that occurred on June 4, 2024. The filing indicates updates to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. Specific details regarding these matters, including any financial implications or voting outcomes, are not elaborated upon in the provided text.

Why It Matters

This filing signals potential changes in Cognizant's corporate governance or structure, which could impact shareholders and business operations.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose immediate financial risks or significant negative events.

Key Players & Entities

• Cognizant Technology Solutions Corporation (company) — Registrant
• June 4, 2024 (date) — Date of earliest event reported
• June 7, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Teaneck, New Jersey (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — hich registered Class A Common Stock, $0.01 par value per share CTSH The Nasdaq St

Filing Documents

• ctsh-20240604.htm (8-K) — 71KB
• exhibit31.htm (EX-3.1) — 30KB
• ctsh-20240604_g1.jpg (GRAPHIC) — 49KB
• 0001058290-24-000198.txt ( ) — 356KB
• ctsh-20240604.xsd (EX-101.SCH) — 2KB
• ctsh-20240604_lab.xml (EX-101.LAB) — 22KB
• ctsh-20240604_pre.xml (EX-101.PRE) — 13KB
• ctsh-20240604_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 of this Current Report on Form 8-K, at the annual meeting of shareholders (the "Annual Meeting") of Cognizant Technology Solutions Corporation (the "Company") held on June 4, 2024, shareholders approved an amendment and restatement of the Company's Restated Certificate of Incorporation (as so amended and restated, the "Amended and Restated Certificate of Incorporation") to limit the liability of certain officers of the Company as permitted by Delaware law, to remove or revise obsolete provisions relating to the classification of the Board and make other technical and administrative revisions. The Amended and Restated Certificate of Incorporation became effective immediately upon the Company's filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 4, 2024. The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on Tuesday, June 4, 2024. At the close of business on April 8, 2024, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the "Record Date"), there were 497,198,884 shares of the Company's Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 458,719,479 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 92% of the Company's outstanding shares of Class A Common Stock as of the Record Date. The following are the voting results on the five 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 23, 2024. At the Annual Meeting, all of the directors were re-elected, Proposals 2, 3 and 4 were approved and Proposal 5 was not approved. 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 363,012,429 63,549,316 492,403 31,665,331 Vinita Bali 408,071,851 18,810,130 172,167 31,665,331 Eric Branderiz 424,323,428 2,553,349 177,371 31,665,331 Archana Deskus 419,852,637 7,030,988 170,523 31,665,331 John M. Dineen 425,186,117 1,681,690 186,341 31,665,331 Ravi Kumar S 425,263,420 1,626,700 164,028 31,665,331 Leo S. Mackay, Jr. 376,152,413 50,724,378 177,357 31,665,331 Michael Patsalos-Fox 410,421,662 16,466,072 166,414 31,665,331 Stephen J. Rohleder 407,939,130 18,945,400 169,618 31,665,331 Abraham Schot 408,114,845 18,756,430 182,873 31,665,331 Joseph M. Velli 419,349,217 7,521,449 183,482 31,665,331 Sandra S. Wijnberg 411,297,294 15,580,637 176,217 31,665,331 Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay) The advisory vote on the compensation of the Company's named exec

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation, dated June 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: Executive Vice President, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary Date: June 7, 2024

View Full Filing

View this 8-K filing on SEC EDGAR