Cognizant Technology Solutions Corp Files DEF 14A

Ticker: CTSH · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1058290

Cognizant Technology Solutions Corp DEF 14A Filing Summary
FieldDetail
CompanyCognizant Technology Solutions Corp (CTSH)
Form TypeDEF 14A
Filed DateApr 23, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$19.4 billion, $50 million, $100 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Stock Awards, Proxy Statement, Cognizant Technology Solutions

TL;DR

<b>Cognizant Technology Solutions Corp files its Definitive Proxy Statement for the 2023 fiscal year, detailing executive compensation and equity awards.</b>

AI Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) filed a Proxy Statement (DEF 14A) with the SEC on April 23, 2024. This filing is a Definitive Proxy Statement (DEF 14A) for Cognizant Technology Solutions Corp. The report covers the fiscal year ending December 31, 2023. The filing includes details on executive compensation for PEO and Non-PEO NEO members. Specific compensation components like stock awards, year-end fair value of equity awards, and changes in fair value are detailed. The filing also references prior fiscal years (2020, 2021, 2022) for comparative compensation data.

Why It Matters

For investors and stakeholders tracking COGNIZANT TECHNOLOGY SOLUTIONS CORP, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, including stock awards and their valuation, which is essential for informed voting on executive pay matters. The detailed breakdown of equity awards and their year-over-year changes allows investors to assess the long-term incentive structures and potential dilution effects for shareholders.

Risk Assessment

Risk Level: — COGNIZANT TECHNOLOGY SOLUTIONS CORP shows moderate risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate financial or operational risks indicated.

Analyst Insight

Review the executive compensation details and shareholder proposals to make informed voting decisions at the upcoming annual meeting.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting period)
  • 2024-04-23 — Filing Date (Date of submission)
  • 2024-06-04 — Report Period End Date (Conformed period of report)

Key Players & Entities

  • COGNIZANT TECHNOLOGY SOLUTIONS CORP (company) — Filer name
  • CTSH (company) — Ticker symbol
  • DEF 14A (filing) — Form type
  • Mr. Kumar (person) — Executive compensation reference
  • Mr. Humphries (person) — Executive compensation reference

FAQ

When did COGNIZANT TECHNOLOGY SOLUTIONS CORP file this DEF 14A?

COGNIZANT TECHNOLOGY SOLUTIONS CORP filed this Proxy Statement (DEF 14A) with the SEC on April 23, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH).

Where can I read the original DEF 14A filing from COGNIZANT TECHNOLOGY SOLUTIONS CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by COGNIZANT TECHNOLOGY SOLUTIONS CORP.

What are the key takeaways from COGNIZANT TECHNOLOGY SOLUTIONS CORP's DEF 14A?

COGNIZANT TECHNOLOGY SOLUTIONS CORP filed this DEF 14A on April 23, 2024. Key takeaways: This filing is a Definitive Proxy Statement (DEF 14A) for Cognizant Technology Solutions Corp.. The report covers the fiscal year ending December 31, 2023.. The filing includes details on executive compensation for PEO and Non-PEO NEO members..

Is COGNIZANT TECHNOLOGY SOLUTIONS CORP a risky investment based on this filing?

Based on this DEF 14A, COGNIZANT TECHNOLOGY SOLUTIONS CORP presents a moderate-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and corporate governance, with no immediate financial or operational risks indicated.

What should investors do after reading COGNIZANT TECHNOLOGY SOLUTIONS CORP's DEF 14A?

Review the executive compensation details and shareholder proposals to make informed voting decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does COGNIZANT TECHNOLOGY SOLUTIONS CORP compare to its industry peers?

Cognizant Technology Solutions Corp operates in the IT services industry, providing a range of technology and consulting services to businesses globally.

Are there regulatory concerns for COGNIZANT TECHNOLOGY SOLUTIONS CORP?

This filing is made under the Securities Exchange Act of 1934, specifically requiring the disclosure of information relevant to shareholder voting and corporate governance.

Industry Context

Cognizant Technology Solutions Corp operates in the IT services industry, providing a range of technology and consulting services to businesses globally.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically requiring the disclosure of information relevant to shareholder voting and corporate governance.

What Investors Should Do

  1. Review the detailed executive compensation tables, paying close attention to stock awards and their valuations.
  2. Examine any shareholder proposals and management's recommendations to understand key issues for the upcoming meeting.
  3. Note the company's fiscal year end of December 31, 2023, for context on the reported financial and compensation data.

Key Dates

  • 2024-04-23: Filing Date — Submission of the Definitive Proxy Statement
  • 2023-12-31: Fiscal Year End — Period covered by the compensation disclosures

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document. Specific comparative data from previous filings would require access to those documents.

Filing Stats: 4,284 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2024-04-23 08:11:43

Key Financial Figures

  • $19.4 billion — pany achieved full year 2023 revenue of $19.4 billion (which was down slightly from the prior
  • $50 million — contract value (TCV) of deals valued at $50 million or more from approximately 20% of total
  • $100 million — while bookings for deals with TCV above $100 million increased 42% year-over-year. While w

Filing Documents

Executive compensation tables

Executive compensation tables 70 2023 Summary compensation table 70 2023 Grants of plan-based awards table 73 Outstanding equity awards at fiscal year-end 2023 75 2023 Option exercises and stock vested table 77 2023 Pension benefits and non-qualified deferred compensation 77 Potential payments upon termination or change in control 78 Overview of potential payments 78 Calculation of potential payments 80 Equity compensation plan information 81 CEO pay ratio 82 Pay versus performance table 83 Relationship Between Compensation Actually Paid and Performance 85 Financial Performance Measures 85 Adoption of the company's Amended and Restated Certificate of Incorporation 86 Proposal 3: Adoption of the company's Amended and Restated Certificate of Incorporation 86 Audit matters 88 Proposal 4: Ratification of appointment of independent registered public accounting firm 88 Independent auditor 88 Review and engagement 88 Annual meeting attendance 88 Pre-approval policy and procedures 88 Auditor fees 89 Audit Committee report 89 Shareholder proposal 90 Proposal 5: Fair treatment of shareholder nominees 90 The Board's statement of opposition 91 Shareholder proposals and nominees for the 2025 annual meeting 93 Additional information 94 Proxy statement and proxy solicitation 94 Annual meeting Q&A 95 Cognizant's Annual Report on Form 10-K 97

Forward-looking statements and non-GAAP financial measures

Forward-looking statements and non-GAAP financial measures 98 Reconciliation to GAAP financial measures 99 Appendix A 100 Amended and Restated Certificate of Incorporation of Cognizant Technology Solutions Corporation 100 Helpful resources 103 Links 103 Contacts 103 1 Back to Contents Frequently requested information Board refreshment process 12 Committees of the Board 31 Director attendance 17 Director biographies 19 Director diversity 17 Director independence 18 Director qualifications 15 Director stock ownership guidelines 41 Diversity and inclusion 36 Human capital management 35 Risk oversight 31 Shareholder engagement 34 CEO compensation assessment 57 CEO pay ratio 82 Clawback policies 66 Compensation consultant 47 Compensation mix 49 Death benefits 78 Executive stock ownership guidelines 66 Peer group 47 Perquisites 66 Prohibitions on hedging, short sales, margin accounts and pledging 66 Retirement, death and disability policy 65 Severance benefits 67 Summary compensation table 70 Auditor fees 89 Auditor review and engagement 88 Proxy access 14 Why are we sending you these materials? These materials are being made available to you (beginning on April 23, 2024) in connection with Cognizant's solicitation of proxies for our 2024 annual meeting of shareholders to be held via live webcast on June 4, 2024. What do we need from you? Please read these materials and submit your vote and proxy using the Internet, by telephone or, if you received your materials by mail, you can also complete and return your proxy by mail. 2 Back to Contents Stephen J. Rohleder Chair of the Board of Directors April 23, 2024 To our shareholders 2023 was a year of transition and transformation at Cognizant. In January 2023, the Board of Directors named Ravi Kumar S as the company's next CEO. Ravi quickly embedded himself with Cognizant's associates, clients, partner

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