8-KLeadership ChangesShareholder MattersCorporate Changes+1

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Jun 5, 2013)

Filed June 5, 2013For Securities:CTSH

Summary

This Form 8-K filed by Cognizant Technology Solutions Corporation on June 5, 2013, reports on key corporate governance and employee compensation matters approved at their Annual Meeting of Stockholders held on June 4, 2013. The most significant development for investors is the stockholder approval of an amendment to the 2004 Employee Stock Purchase Plan (ESPP). This amendment increases the authorized shares for issuance under the ESPP by 5,000,000, bringing the total to 14,000,000 shares. The ESPP allows eligible employees to purchase company stock at a discount, providing a mechanism for employee stock ownership and potential retention. Additionally, the company's Board of Directors adopted Amended and Restated Bylaws, which became effective immediately. These bylaws offer broader indemnification rights to officers, directors, and other covered individuals, which can be seen as a measure to attract and retain key personnel. The filing also details the voting results from the Annual Meeting, where all proposals except a stockholder proposal regarding written consent were approved, including the re-election of Class I directors and the declassification of the board starting in 2014.

Key Highlights

  • 1Stockholder approval of an amendment to the 2004 Employee Stock Purchase Plan (ESPP), increasing authorized shares by 5 million to 14 million.
  • 2The ESPP allows eligible employees to purchase Cognizant's Class A Common Stock at a discount (90% of fair market value).
  • 3The Board of Directors adopted Amended and Restated Bylaws, effective immediately, providing broader indemnification rights for officers and directors.
  • 4Class I directors were re-elected at the Annual Meeting of Stockholders.
  • 5The amendment to the Certificate of Incorporation to declassify the board and provide for annual director elections was approved.
  • 6The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2013, was ratified.
  • 7A stockholder proposal regarding stockholder action by written consent was not approved.

Frequently Asked Questions

The primary purpose of the stockholder meeting, held on June 4, 2013, was to vote on several key proposals related to corporate governance and employee benefits. These included the re-election of directors, executive compensation, amendments to the company's stock purchase plan and bylaws, and the ratification of the independent auditor.

The amendment to the 2004 Employee Stock Purchase Plan (ESPP) increases the total number of authorized shares of Class A Common Stock issuable under the plan by 5,000,000, from 9,000,000 to 14,000,000 shares. This dilution will occur as employees purchase shares under the plan.

Yes, stockholders approved an amendment to the Certificate of Incorporation to declassify the Board of Directors. This means that starting from the 2014 Annual Meeting, all directors will be elected on an annual basis, moving away from the previous staggered board structure.

The Amended and Restated Bylaws, adopted by the Board, provide broader indemnification rights to officers, directors, and other covered individuals. This includes the advancement of expenses incurred in connection with certain claims, offering increased protection to key personnel.