8-KRegulation FDExhibits & Filings

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Regulation FD Disclosure (Jul 10, 2026)

Filed July 10, 2026For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) has filed an 8-K report on July 10, 2026, to disclose important information regarding a stockholder derivative lawsuit. The company announced that the United States District Court for the District of New Jersey has granted preliminary approval for a proposed settlement in the case, Viswanatha Palempalli v. Michael Pastalos-Fox, et al. This preliminary approval is a significant step towards resolving the legal action against the company and its directors. The filing includes the Long-Form Notice of Pendency and Proposed Settlement of Stockholder Derivative Action and the Stipulation and Agreement of Settlement as exhibits. These documents, along with the Court's Preliminary Approval Order, outline the terms of the settlement. Cognizant is providing this disclosure to its stockholders as required by the court order. Investors should review the attached exhibits for detailed information on the settlement terms and the implications of this legal development.

Key Highlights

  • 1Cognizant Technology Solutions Corporation (CTSH) received preliminary court approval for a settlement in a stockholder derivative lawsuit.
  • 2The lawsuit was captioned Viswanatha Palempalli v. Michael Pastalos-Fox, et al., No. 2:21-cv-12025-EP-SDA.
  • 3The preliminary approval was granted by the United States District Court for the District of New Jersey on June 30, 2026.
  • 4The company is making this disclosure to stockholders via an 8-K filing as mandated by the court.
  • 5Key settlement documents, the Long-Form Notice and Stipulation and Agreement of Settlement, are attached as exhibits.
  • 6The information provided is for disclosure purposes and is not deemed 'filed' for certain regulatory liabilities.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally notify Cognizant's stockholders that the company has received preliminary approval from a federal court to settle a stockholder derivative lawsuit.

A stockholder derivative lawsuit is a legal action brought by a shareholder on behalf of a corporation against its directors, officers, or other insiders. Typically, these suits allege that the defendants breached their fiduciary duties to the company, causing harm.

Preliminary approval is a significant step towards resolving the lawsuit. It indicates that the court finds the proposed settlement terms potentially fair and reasonable, allowing the process to move towards final approval. This could bring closure to the legal proceedings related to this derivative action.

More details about the settlement can be found in the attached exhibits to the 8-K filing, specifically the 'Long-Form Notice of Pendency and Proposed Settlement of Stockholder Derivative Action' (Exhibit 99.1) and the 'Stipulation and Agreement of Settlement' (Exhibit 99.2). These documents may also be available via a link on the 'Investors' page of Cognizant's website.