Document

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 15, 2016

Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)

 
 
 
 
 
 
Delaware
 
0-24429
 
13-3728359
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
Glenpointe Centre West
500 Frank W. Burr Blvd.
Teaneck, New Jersey
 
07666
(Address of Principal Executive Offices)
 
(Zip Code)
(201) 801-0233
(Registrant’s telephone number, including area code)
Not applicable
(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)).




Item 5.07
Submission of Matters to a Vote of Security Holders.
Cognizant Technology Solutions Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting") at the Company’s headquarters on Wednesday, June 15, 2016. At the close of business on April 18, 2016, the record date for the determination of stockholders entitled to vote at the Annual Meeting (the “Record Date”), there were 606,101,201 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 536,586,500 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 88.5% percent 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 29, 2016.
At the Annual Meeting, all of the directors were reelected and all other proposals submitted to stockholders were approved, except for Proposal 4 (the stockholder proposal regarding stockholder action by written consent), which was not approved by the stockholders.
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
 
495,786,268
 
 
1,066,684
 
 
187,848
 
 
39,545,700
 
Maureen Breakiron-Evans
 
496,003,461
 
 
849,537
 
 
187,802
 
 
39,545,700
 
Jonathan Chadwick
 
496,007,053
 
 
838,303
 
 
195,444
 
 
39,545,700
 
Francisco D’Souza
 
494,949,308
 
 
1,927,057
 
 
164,435
 
 
39,545,700
 
John N. Fox, Jr.
 
493,097,367
 
 
3,739,292
 
 
204,141
 
 
39,545,700
 
John E. Klein
 
481,731,272
 
 
14,436,667
 
 
872,861
 
 
39,545,700
 
Leo S. Mackay, Jr.
 
496,000,455
 
 
828,607
 
 
211,738
 
 
39,545,700
 
Lakshmi Narayanan
 
494,736,065
 
 
2,122,418
 
 
182,317
 
 
39,545,700
 
Michael Patsalos-Fox
 
495,717,707
 
 
1,111,092
 
 
212,001
 
 
39,545,700
 
Robert E. Weissman
 
480,142,397
 
 
14,378,148
 
 
2,520,255
 
 
39,545,700
 
Thomas M. Wendel
 
479,410,471
 
 
14,411,674
 
 
3,218,655
 
 
39,545,700
 
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:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
474,142,509
 
19,977,721
 
2,920,570
 
39,545,700



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, 2016 was as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
530,966,540
 
5,386,093
 
233,867
 
Proposal 4. Stockholder Proposal Regarding Stockholder Action by Written Consent
The vote with respect to the stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent was as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
240,222,049
 
255,539,877
 
1,278,874
 
39,545,700





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/ Steven Schwartz
Name:
Steven Schwartz
Title:
Executive Vice President, Chief Legal and Corporate Affairs Officer
Date: June 17, 2016