8-KShareholder Matters

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Rights Modification (Mar 11, 2013)

Filed March 11, 2013For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on March 11, 2013, to report a material modification to the rights of its security holders. Specifically, the company announced the expiration of its shareholder rights plan and the associated rights to purchase Series A Junior Participating Preferred Stock. This expiration occurred by its own terms at the close of business on March 5, 2013. This event signifies a change in the company's corporate governance structure, as the shareholder rights plan, often implemented as an anti-takeover measure, is no longer in effect. Investors should note that Cognizant's common stock will no longer be accompanied by these rights, and the related agreement with the rights agent has ceased to be effective. The company provided details on the original rights plan in its Form 8-A filing from March 6, 2003.

Key Highlights

  • 1Expiration of Cognizant's Shareholder Rights Plan effective March 5, 2013.
  • 2Associated rights to purchase Series A Junior Participating Preferred Stock have also expired.
  • 3The Rights Agreement between Cognizant and American Stock Transfer & Trust Company is no longer in effect.
  • 4This action represents a modification to the rights of security holders.
  • 5Cognizant's common stock will no longer carry these specific shareholder rights.
  • 6The company referenced its March 6, 2003 Form 8-A for details on the original plan.

Frequently Asked Questions

The main event reported is the expiration of Cognizant Technology Solutions Corporation's shareholder rights plan and the rights issued under that plan, which occurred by their terms on March 5, 2013.

A shareholder rights plan, often called a 'poison pill,' is typically a defensive measure adopted by a company's board of directors to deter hostile takeovers. Its expiration means the company is no longer protected by this specific anti-takeover provision, which could be significant for potential future corporate control events.

While the expiration of the rights plan means your shares are no longer accompanied by these specific rights, it does not directly alter your ownership stake, voting power, or economic interest in the company under normal circumstances. It primarily impacts the company's defensive posture against unsolicited acquisition offers.

The company stated that the terms of the Rights Agreement and the Rights are further described in Cognizant's registration statement on Form 8-A filed with the SEC on March 6, 2003. This filing is incorporated by reference.