Summary
This filing announces significant changes to Cognizant Technology Solutions Corporation's Board of Directors and amendments to its bylaws. Two new independent directors, Betsy S. Atkins and John M. Dineen, have been appointed to fill newly created vacancies, effective April 1, 2017. Both appointees bring extensive experience in executive leadership, venture capital, private equity, and corporate governance, aiming to strengthen the board's oversight and strategic guidance. This expansion of the board occurs as two existing directors will not seek reelection at the upcoming 2017 Annual Meeting.
Key Highlights
- 1Appointment of two new independent directors: Betsy S. Atkins and John M. Dineen, effective April 1, 2017.
- 2Both new directors possess substantial experience in executive management, venture capital, private equity, and corporate governance roles.
- 3The new directors will be nominated for election at the 2017 Annual Meeting of Stockholders.
- 4The board size is effectively increasing with these appointments, as two current directors are not standing for reelection.
- 5New directors will receive compensation consistent with the company's non-employee director guidelines, including restricted stock units and stock options.
- 6The company's bylaws have been amended to designate Delaware as the exclusive forum for specified legal proceedings, including derivative actions and claims involving fiduciary duties.
- 7Two current directors, Lakshmi Narayanan and Thomas M. Wendel, are departing and will not seek reelection.
Frequently Asked Questions
Cognizant appointed Betsy S. Atkins and John M. Dineen to its Board of Directors. Both are considered independent directors.
The appointment of Ms. Atkins and Mr. Dineen, both with extensive leadership and governance backgrounds, is intended to bring fresh perspectives and further strengthen the board's expertise in areas such as technology, venture capital, and private equity, aligning with Cognizant's strategic direction.
Ms. Atkins and Mr. Dineen will receive compensation consistent with the company's non-employee director guidelines. This includes a grant of restricted stock units valued at approximately $23,863, vesting over three years, and stock options with a grant date value of approximately $23,863, vesting over two years.
Cognizant's bylaws have been amended to designate Delaware as the exclusive forum for various types of legal actions, including derivative lawsuits, breaches of fiduciary duty claims, and actions arising under Delaware law or the company's governing documents. This aims to streamline litigation and provide a consistent legal venue for such matters.