Summary
Cognizant Technology Solutions Corporation (CTSH) filed an 8-K on February 1, 2016, primarily to disclose amendments to its by-laws. The most significant change is the adoption of a proxy access provision, effective January 28, 2016. This new by-law allows eligible long-term stockholders, holding at least 3% of the outstanding Class A common stock for a minimum of three years, to nominate director candidates to be included in the company's proxy materials. The proxy access provision permits these eligible stockholders to nominate up to 25% of the board of directors or two individuals, whichever is greater. This move by the Board of Directors aims to provide shareholders with a greater voice in board composition, subject to specific requirements outlined in the amended by-laws. The filing also notes other minor conforming and technical changes within Article I of the by-laws.
Key Highlights
- 1Cognizant adopted a proxy access by-law provision, effective January 28, 2016.
- 2Eligible stockholders must own at least 3% of Class A common stock continuously for three years to utilize proxy access.
- 3Proxy access allows nomination of directors constituting up to 25% of the board or two individuals, whichever is greater.
- 4The amendments are intended to enhance shareholder influence on board composition.
- 5The full Amended and Restated By-Laws and a marked version are filed as exhibits to the report.
- 6No material financial or operational updates were disclosed in this specific filing.