Cognizant Technology Solutions Corp DEFA14A, filed Apr 21, 2023
Cognizant Technology Solutions Corp (CTSH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant |  |
Filed by a Party other than the Registrant |
| Check the appropriate box: | |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
Cognizant Technology Solutions Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Your Vote Counts! | ||||
| COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION | ||||
| 2023 Annual Meeting | ||||
| Vote by June 5, 2023 | ||||
| 11:59 PM ET | ||||
| COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 300 FRANK W. BURR BLVD. SUITE 36, 6TH FLOOR TEANECK, NJ 07666 |
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| V09510-P90834 |
You invested in COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 6, 2023.
Get informed before you vote
View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 23, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
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For complete information and to vote, visit www.ProxyVote.com | ||
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Smartphone users
Point your camera here and |
Vote Virtually at the Meeting*
June 6, 2023
Virtually at: www.virtualshareholdermeeting.com/CTSH2023 | ||
| *Please check the meeting materials for any special requirements for meeting attendance. | ||
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| Vote at www.ProxyVote.com |
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THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. |
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| Voting Items | Board Recommends | |||||||
| 1. | Election of directors to serve until the 2024 annual meeting of shareholders. | |||||||
| Nominees: | ||||||||
| 1a. | Zein Abdalla |  For | ||||||
| 1b. | Vinita Bali | For | ||||||
| 1c. | Eric Branderiz | For | ||||||
| 1d. | Archana Deskus | For | ||||||
| 1e. | John M. Dineen | For | ||||||
| 1f. | Nella Domenici | For | ||||||
| 1g. | Ravi Kumar S | For | ||||||
| 1h. | Leo S. Mackay, Jr. | For | ||||||
| 1i. | Michael Patsalos-Fox | For | ||||||
| 1j. | Stephen J. Rohleder | For | ||||||
| 1k. | Abraham Schot | For | ||||||
| 1l. | Joseph M. Velli | For | ||||||
| 1m. | Sandra S. Wijnberg | For | ||||||
| 2. | Approve, on an advisory (non-binding) basis, the compensation of the company’s named executive officers (say-on-pay). | For | ||||||
| 3. | Approve, on an advisory (non-binding) basis, the frequency of future say-on-pay votes. |  Year | ||||||
| 4. | Approve the Company’s 2023 Incentive Award Plan. | For | ||||||
| 5. | Approve an amendment to the Company’s 2004 Employee Stock Purchase Plan. | For | ||||||
| 6. | Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023. | For | ||||||
| 7. | Shareholder proposal regarding fair elections, requesting that the board of directors amend the company’s by-laws to require shareholder approval for certain advance notice by-law amendments. |  Against | ||||||
| 8. | Shareholder proposal regarding shareholder ratification of termination pay, requesting that the board of directors seek shareholder approval of certain senior manager severance packages. | Against | ||||||
| Note: To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof. | ||||||||
| Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. | ||||||||
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