8-KLeadership ChangesShareholder MattersExhibits & Filings

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Executive Changes (Jun 5, 2014)

Filed June 5, 2014For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on June 5, 2014, reporting on the outcomes of its Annual Meeting of Stockholders held on June 3, 2014. The primary focus of the filing is the stockholder approval of the First Amendment to the Company's 2009 Incentive Compensation Plan. This amendment, previously approved by the Board, enhances the plan by increasing award limits for individual employees and adding a new limit for non-employee directors, while also expanding performance measures for awards. The high turnout of 88.2% of outstanding shares indicates strong shareholder engagement.

Key Highlights

  • 1Stockholders overwhelmingly approved the First Amendment to the 2009 Incentive Compensation Plan, which increases award limits and expands performance criteria.
  • 2Both Class II directors, Michael Patsalos-Fox and Robert E. Weissman, were re-elected to the Board.
  • 3The advisory 'Say-on-Pay' proposal regarding executive compensation received strong support from shareholders.
  • 4The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2014, was ratified.
  • 5The Annual Meeting saw a robust 88.2% of outstanding Class A Common Stock represented, signaling significant shareholder participation.
  • 6The First Amendment to the Incentive Compensation Plan includes an increase in the maximum number of shares for awards to any one employee to 2,500,000 and the maximum dollar amount to $4,000,000.
  • 7A new limit of 50,000 shares was established for awards to any one non-employee Board member in a single calendar year.

Frequently Asked Questions

The main purpose of this Form 8-K was to report the results of Cognizant Technology Solutions Corporation's Annual Meeting of Stockholders, specifically the approval of amendments to its 2009 Incentive Compensation Plan and the election of directors.

The First Amendment to the 2009 Incentive Compensation Plan, approved by stockholders, increased the maximum annual award limits for individual employees (from 2,000,000 to 2,500,000 shares and from $3,000,000 to $4,000,000) and introduced a new annual award limit for non-employee directors (50,000 shares). It also expanded the list of performance measures for qualifying awards.

The advisory vote on executive compensation ('Say-on-Pay') received strong approval, with a significant majority of votes cast in favor.

Yes, the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2014, was ratified by the stockholders.