8-KLeadership Changes

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Jun 1, 2009)

Filed June 1, 2009For Securities:CTSH

Summary

This Form 8-K filing from Cognizant Technology Solutions Corporation (CTSH) on June 1, 2009, primarily announces the appointment of a new director, Maureen Breakiron-Evans, and updates to the company's non-employee director compensation guidelines. Ms. Breakiron-Evans, with a strong financial and auditing background, has been appointed as a Class I Director and will serve on the Audit Committee. Her appointment increases the size of the Board to eight members. The updated compensation guidelines, effective after the upcoming Annual Meeting, aim to attract and retain qualified board members by adjusting annual fees for board and committee service, introducing meeting attendance fees, and standardizing annual equity grants. The filing also details stock option grants to several directors, including Ms. Breakiron-Evans, contingent on stockholder approval of the 2009 Incentive Compensation Plan.

Key Highlights

  • 1Cognizant appointed Maureen Breakiron-Evans as a new Class I Director, increasing the Board size to eight members. Ms. Breakiron-Evans will also serve on the Audit Committee.
  • 2Ms. Breakiron-Evans brings extensive financial expertise, having previously served as CFO of Towers Perrin and VP/General Auditor of CIGNA Corporation.
  • 3The company amended its non-employee director compensation guidelines to attract and retain qualified board members.
  • 4New guidelines include revised annual fees for board and committee service, meeting attendance fees, and an annual stock option grant of 10,000 shares for non-employee directors.
  • 5New directors will receive a Deferred Stock Unit (DSU) grant valued at $160,000, vesting over three years.
  • 6Stock options to purchase 10,000 shares were granted to Ms. Breakiron-Evans and other directors, including Lakshmi Narayanan (Vice Chairman), contingent on stockholder approval of the 2009 Incentive Compensation Plan.

Frequently Asked Questions

Maureen Breakiron-Evans is a newly appointed Class I Director at Cognizant. She is 55 years old and has a strong financial background. Her previous roles include Chief Financial Officer of Towers Perrin, Vice President and General Auditor of CIGNA Corporation, and Executive Vice President and Chief Financial Officer at Inovant, LLC (Visa's captive technology company). She also held positions at Transamerica Corporation and was an Audit Partner at Arthur Andersen & Co. She holds an MBA from Harvard Business School and is a CPA.

The Compensation Committee reviewed the compensation arrangements for non-employee directors to ensure that the company can continue to attract and retain highly qualified individuals to serve on its Board and its committees. The amendments aim to align compensation with market practices and the responsibilities of board service.

The updated guidelines include revised annual fees for board service ($40,000 for directors, $140,000 for the Chairman), annual fees for committee chairs (ranging from $5,000 to $15,000), a meeting attendance fee of $1,500 (for meetings longer than 30 minutes), and an annual stock option grant of 10,000 shares. New directors will also receive a $160,000 DSU grant that vests over three years.

No, the stock option grants to directors, including the 10,000 options for Ms. Breakiron-Evans and others, are contingent upon the approval of the Company's new 2009 Incentive Compensation Plan by the stockholders at the Annual Meeting scheduled for June 5, 2009.