Summary
This Form 8-K filing from Cognizant Technology Solutions Corporation (CTSH) on December 1, 2006, primarily reports a change in its Board of Directors. Venetia Kontogouris resigned from the Board and its Nominating and Corporate Governance Committee, effective January 1, 2007. Crucially, her resignation appears amicable, with no disclosed disagreements concerning the company's operations or policies.
Key Highlights
- 1Resignation of Venetia Kontogouris from the Board of Directors and Nominating and Corporate Governance Committee, effective January 1, 2007.
- 2No disagreement between Ms. Kontogouris and Cognizant regarding company operations, policies, or practices.
- 3Ms. Kontogouris will provide consulting services to Cognizant through October 2007 under a Consulting Agreement.
- 4Vested stock options granted to Ms. Kontogouris will remain exercisable during the consulting period and for ninety days thereafter.
- 5Unvested stock options will continue to vest and be exercisable during the consulting term and for ninety days thereafter.
- 6A special accelerated vesting of 5,000 unvested stock options is scheduled for October 2, 2007, exercisable for ninety days post-vesting.
- 7The Board's Nominating and Corporate Governance Committee is actively seeking a replacement director.
Frequently Asked Questions
Venetia Kontogouris resigned from the Board of Directors and its Nominating and Corporate Governance Committee effective January 1, 2007. The filing explicitly states there were no disagreements between Ms. Kontogouris and the Company on any matters relating to its operations, policies, or practices, suggesting a planned transition.
Following her resignation from the Board, Ms. Kontogouris will provide consulting services to Cognizant through October 2007 as per a Consulting Agreement. This indicates a continued, albeit different, engagement with the company.
All of Ms. Kontogouris's vested stock options will remain exercisable during her consulting period and for 90 days after. Additionally, her unvested stock options will continue to vest and be exercisable during this period, with a specific acceleration of 5,000 options on October 2, 2007.
Yes, the Board's Nominating and Corporate Governance Committee has initiated the process to select a suitable replacement for Ms. Kontogouris on the Board.