Kyndryl's 2024 Virtual Shareholder Meeting Set for July 25

Ticker: KD · Form: DEF 14A · Filed: Jun 12, 2024 · CIK: 1867072

Kyndryl Holdings, Inc. DEF 14A Filing Summary
FieldDetail
CompanyKyndryl Holdings, Inc. (KD)
Form TypeDEF 14A
Filed DateJun 12, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$16.1 billion, $1.6 billion, $4.7 billion, $3.2 billion
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

Kyndryl's 2024 shareholder meeting is virtual on July 25th. Vote online!

AI Summary

Kyndryl Holdings, Inc. is holding its 2024 Annual Meeting of Stockholders on July 25, 2024, at 1:00 p.m. EDT. The meeting will be a virtual live audio webcast, allowing global participation. Stockholders of record as of May 28, 2024, will receive proxy materials primarily over the internet to reduce costs and environmental impact.

Why It Matters

This proxy statement outlines the agenda and voting procedures for Kyndryl's annual shareholder meeting, where key corporate decisions and director elections are made.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement for an annual meeting and does not contain significant new financial or strategic information that would typically indicate high risk.

Key Players & Entities

  • Kyndryl Holdings, Inc. (company) — Registrant
  • MARTIN SCHROETER (person) — Chairman and Chief Executive Officer
  • July 25, 2024 (date) — Annual Meeting Date
  • May 28, 2024 (date) — Record Date for Stockholders

FAQ

When and where will the Kyndryl 2024 Annual Meeting of Stockholders be held?

The meeting will be held on July 25, 2024, at 1:00 p.m. Eastern Daylight Time, as a virtual live audio webcast accessible at virtualshareholdermeeting.com/KD2024.

Who is eligible to receive proxy materials?

Stockholders of record as of the close of business on May 28, 2024, will receive proxy materials.

How will proxy materials be distributed?

Proxy materials are being furnished to stockholders primarily over the Internet.

What is the purpose of this filing?

This filing is a Schedule 14A (Proxy Statement) filed by Kyndryl Holdings, Inc. to provide information to its stockholders regarding the upcoming Annual Meeting.

What are the benefits of distributing proxy materials over the internet?

This process expedites receipt of materials, reduces the cost of the Annual Meeting, and conserves natural resources.

Filing Stats: 4,324 words · 17 min read · ~14 pages · Grade level 18.1 · Accepted 2024-06-12 16:30:56

Key Financial Figures

  • $16.1 billion — rong Investment-Grade Balance Sheet $16.1 billion Fiscal 2024 Revenue $1.6 billion
  • $1.6 billion — $16.1 billion Fiscal 2024 Revenue $1.6 billion Cash $4.7 billion Available Liqui
  • $4.7 billion — al 2024 Revenue $1.6 billion Cash $4.7 billion Available Liquidity * OUR STRATEGIC
  • $3.2 billion — Consists of $1.6 billion of cash and $3.2 billion of undrawn senior unsecured credit faci

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 6 CORPORATE GOVERNANCE AND BOARD MATTERS 6 Proposal 1 —Election of Directors 7 Class III Director Nominees for Election to a 3-Year Term Expiring in 2027 10 Directors Continuing in Office 14 Kyndryl Board of Directors—Experience and Skills 15 Director Nomination Process 16 Director Attendance 17 Director Independence 17 Board Leadership Structure 18 Board and Committee Oversight of Strategy and Risk Management 20 Management Succession Planning 20 Board and Committee Self-Evaluation Process 21 Committees of the Board 25 Compensation and Human Capital Committee Oversight of Kyndryl Compensation 25 Kyndryl Code of Conduct 26 Securities Trading Policy 26 Board Corporate Governance Guidelines 26 Communications with the Board 27 Investor Engagement 28 Corporate Citizenship at Kyndryl 30 Certain Relationships and Related Person Transactions 31 Director Compensation 33 2024 EXECUTIVE COMPENSATION 34 Proposal 2 —Advisory Vote to Approve Executive Compensation 35 Compensation Discussion and Analysis 53 Compensation and Human Capital Committee Report 54 Compensation Tables 67 CEO Pay Ratio 68 Pay vs. Performance 72 Equity Compensation Plan Information 73 AUDIT MATTERS 73 Proposal 3 —Ratification of the Appointment of the Independent Registered Public Accounting Firm 74 Audit and Non-Audit Fees 75 Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm 75 Audit Committee Report 76 STOCK OWNERSHIP INFORMATION 76

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 78 FREQUENTLY ASKED QUESTIONS TABLE OF CONTENTS PROXY SUMMARY CORPORATE GOVERNANCE & BOARD MATTERS 2024 EXECUTIVE COMPENSATION AUDIT MATTERS STOCK INFORMATION FREQUENTLY ASKED QUESTIONS Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. The proxy materials, including this Proxy Statement, the Annual Report for the fiscal year ended March 31, 2024 and the Proxy Card, or the Notice of Internet Availability of Proxy Materials, as applicable, are being distributed beginning on or about June 12, 2024 to all stockholders entitled to vote. Voting Matters Stockholders will be asked to vote on the following matters at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly submit your proxy with your voting instructions. You may do this over the Internet, as well as by telephone or mail. See "Frequently Asked Questions—8. Can I vote my shares without attending the Annual Meeting?" Items of Business Board Recommendations For More Information, See Page 1 Election of the four Class III director nominees named herein for a three-year term FOR each nominee 6 2 Approval, in an advisory, non-binding vote, of the compensation of our named executive officers (Say-on-Pay Proposal) FOR 34 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025 (fiscal 2025) (Auditor Ratification Proposal) FOR 73 Transaction of any other business properly presented at the meeting KYNDRYL 2024 PROXY STATEMENT | 1 TABLE OF CONTENTS PROXY SUMMARY CORPORATE GOVERNANCE & BOARD MATTERS 2024 EXECUTIVE COMPENSATION AUDIT MATTERS STOCK

Executive Compensation Highlights

Executive Compensation Highlights COMPENSATION PHILOSOPHY AND OBJECTIVES Our executive compensation philosophy is governed by three key principles: PAY FOR PERFORMANCE ALIGN WITH STOCKHOLDERS PAY COMPETITIVELY At target, 75%-90% of our named executive officers' (NEOs) compensation opportunity is performance-based Incentive compensation is tied to our business results and individual performance Incentives are tied to both short-term and long-term performance goals to balance risk while rewarding for delivering financial, operating and strategic performance aligned with our business strategy and stockholder interests A significant portion of NEO compensation is delivered in equity, further aligning their interests with stockholders NEOs are required to retain shares earned until minimum share ownership levels are achieved per our stock ownership guidelines Total target compensation levels are competitive to attract and retain high-performing talent Actual pay levels will vary based on performance results OUR EXECUTIVE COMPENSATION BEST PRACTICES What We Do What We Don't Do Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance Long-term objectives aligned with the creation of stockholder value Market comparison of executive compensation against a relevant peer group Use of an independent compensation consultant reporting directly to the Compensation and Human Capital Committee and providing no other services to the Company Robust stock ownership guidelines (6 times base salary for CEO and 3 times base salary for other NEOs) Stringent clawback policies and provisions, including a policy consistent with SEC rules and NYSE listing standards, as well as an additional supplemental policy Non-competition and non-solicitation agreements for senior executives where not prohibited by applicable law Limited perquisites as approved by the CHC Committee One-year minimum ves

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