8-KShareholder MattersExhibits & Filings

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Shareholder Vote Results (Jun 1, 2010)

Filed June 1, 2010For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on June 1, 2010, detailing the outcomes of its Annual Meeting of Stockholders held on the same date. The primary focus of this filing is the voting results on key corporate governance and operational matters. All proposals presented to the shareholders, including the election of directors, an amendment to the Employee Stock Purchase Plan, and the ratification of the independent auditor, were approved by a substantial majority of the votes cast. This indicates strong shareholder confidence in the company's leadership and financial oversight.

Key Highlights

  • 1All three Class I directors up for re-election were overwhelmingly re-elected to serve until the 2013 Annual Meeting.
  • 2Shareholders approved the amendment and restatement of the 2004 Employee Stock Purchase Plan, increasing the reserved shares from 6,000,000 to 9,000,000.
  • 3PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2010.
  • 4A quorum was met with 264,078,356 shares represented in person or by proxy out of 299,383,343 outstanding shares on the record date.
  • 5The filing confirms broad shareholder support for the company's strategic and governance decisions.
  • 6The company's headquarters in Teaneck, New Jersey, served as the location for the Annual Meeting.

Frequently Asked Questions

The main items voted on were the election of three Class I directors, the approval of an amendment to the 2004 Employee Stock Purchase Plan to increase share availability, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2010.

All three Class I directors who were up for election were re-elected by a significant margin, with votes in favor substantially outnumbering votes against.

The 2004 Employee Stock Purchase Plan was amended and restated to increase the number of Class A Common Stock shares reserved for issuance under the plan from 6,000,000 to 9,000,000.

PricewaterhouseCoopers LLP was ratified by the shareholders as Cognizant's independent registered public accounting firm for the year ending December 31, 2010.