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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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §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)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 2, 2011.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
Cognizant
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION GLENPOINTE CENTRE WEST
500 FRANK W. BURR BLVD. TEANECK, NJ 07666
Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 8, 2011
Date: June 2, 2011 Time: 9:30 a.m. EDT Location: Corporate Headquarters Glenpointe Centre West 500 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See proxy the materials reverse side and of voting this notice instructions. to obtain
M34436-P06898
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
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Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
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Please Choose One of the Following Voting Methods
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
M34437-P06898
Voting Items
The Board of Directors recommends you vote FOR the following proposals:
1. Election of Directors
Nominees:
5. TO AMEND OUR CERTIFICATE OF
1a. Robert W. Howe
INCORPORATION TO REDUCE CERTAIN SUPERMAJORITY VOTING THRESHOLDS FROM 80% OF THE VOTING POWER OF ALL THEN
1b. Robert E. Weissman
OUTSTANDING SHARES OF CAPITAL STOCK TO
66 2/3% OF THE VOTING POWER OF ALL THEN
OUTSTANDING SHARES OF CAPITAL STOCK.
2. APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, DISCLOSED
PURSUANT TO ITEM 402 OF REGULATION S-K. 6. TO AMEND OUR AMENDED AND RESTATED BY LAWS, AS AMENDED, TO REDUCE CERTAIN
SUPERMAJORITY VOTING THRESHOLDS FROM 80% The Board of Directors recommends you vote OF THE VOTING POWER OF ALL THEN OUTSTANDING
FOR every three (3) years with respect to the SHARES OF CAPITAL STOCK TO 66 2/3% OF THE following proposal: VOTING POWER OF ALL THEN OUTSTANDING
SHARES OF CAPITAL STOCK.
3. ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
7. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.
The Board of Directors recommends you vote FOR the following proposals:
4. TO AMEND OUR RESTATED CERTIFICATE OF NOTE: TO TRANSACT SUCH OTHER BUSINESS AS INCORPORATION, AS AMENDED (THE MAY PROPERLY COME BEFORE THE MEETING OR ANY “CERTIFICATE OF INCORPORATION”) TO ADJOURNMENT OR ADJOURNMENTS THEREOF. INCREASE THE MAXIMUM NUMBER OF
AUTHORIZED SHARES OF OUR CAPITAL STOCK, ALL CLASSES, FROM 515,000,000 SHARES, CONSISTING OF (I) 500,000,000 SHARES OF
P06898 CLASS A COMMON STOCK, PAR VALUE $0.01
- PER SHARE (“CLASS A COMMON STOCK”), AND (II) 15,000,000 SHARES OF PREFERRED STOCK, PAR VALUE $0.10 PER SHARE
M34438 (“PREFERRED STOCK”), TO 1,015,000,000 SHARES, CONSISTING OF (X) 1,000,000,000 SHARES OF CLASS A COMMON STOCK, AND
(Y) 15,000,000 SHARES OF PREFERRED STOCK.
M34439-P06898