8-KLeadership Changes

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Jul 11, 2012)

Filed July 11, 2012For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) announced on July 9, 2012, a change in its Board of Directors. The size of the Board was increased from eight to nine members with the appointment of Michael Patsalos-Fox as a Class II Director. Mr. Patsalos-Fox, a Senior Partner at McKinsey & Company, brings extensive experience in management consulting, with a focus on data, analytics, and software growth opportunities. His appointment is intended to enhance the Board's expertise in strategic areas relevant to Cognizant's business. This filing also details the compensation package for Mr. Patsalos-Fox, which includes deferred restricted stock units valued at $160,000 and stock options to purchase 10,000 shares. These equity awards are designed to align his interests with those of shareholders, with vesting periods of three and two years, respectively. Investors should note that while Mr. Patsalos-Fox has significant experience with McKinsey, which has provided consulting services to Cognizant, the Board has determined he meets independence requirements.

Key Highlights

  • 1Cognizant expanded its Board of Directors from eight to nine members.
  • 2Michael Patsalos-Fox was appointed as a new Class II Director, serving until the 2014 Annual Meeting of Stockholders.
  • 3Mr. Patsalos-Fox is a Senior Partner at McKinsey & Company, bringing expertise in data, analytics, and software growth.
  • 4The Board determined Mr. Patsalos-Fox is independent according to NASDAQ and SEC rules.
  • 5Cognizant has engaged McKinsey & Company for consulting services, with approximately $498,400 paid since January 1, 2011.
  • 6Mr. Patsalos-Fox received a grant of 2,789 deferred restricted stock units valued at $160,000, vesting over three years.
  • 7He was also granted options to purchase 10,000 shares of Class A Common Stock, vesting over two years.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the appointment of a new director, Michael Patsalos-Fox, to Cognizant's Board of Directors and to disclose related compensation.

Michael Patsalos-Fox is a Senior Partner at McKinsey & Company with extensive experience in management consulting, particularly in areas of new business growth related to data, analytics, and software. His expertise is expected to be valuable to Cognizant as it navigates its business strategy.

The Board of Directors has determined that Mr. Patsalos-Fox meets the independence requirements under the rules of The NASDAQ Stock Market and the SEC. While Cognizant engages McKinsey for consulting services in the ordinary course of business, these transactions are conducted on an arm's-length basis.

Mr. Patsalos-Fox will receive compensation in line with Cognizant's non-employee director guidelines. This includes a grant of 2,789 deferred restricted stock units valued at $160,000, vesting over three years, and stock options to purchase 10,000 shares, vesting over two years.