0001058290-15-000015.txt : 20150604 0001058290-15-000015.hdr.sgml : 20150604 20150604163441 ACCESSION NUMBER: 0001058290-15-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150602 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150604 DATE AS OF CHANGE: 20150604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNIZANT TECHNOLOGY SOLUTIONS CORP CENTRAL INDEX KEY: 0001058290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133728359 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 15913368 BUSINESS ADDRESS: STREET 1: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 2018010233 MAIL ADDRESS: STREET 1: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 8-K 1 ctshannualmeeting8-kx2015.htm 8-K CTSHAnnualMeeting8-K-2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
FORM 8-K  
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 2, 2015
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)

 
 
 
 
 
Delaware
 
0-24429
 
13-3728359
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
Glenpointe Centre West
500 Frank W. Burr Blvd.
Teaneck, New Jersey
 
07666
(Address of Principal Executive Offices)
 
(Zip Code)
(201) 801-0233
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
¨


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
¨


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).



Item 5.07    Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting at the Company’s headquarters on Tuesday, June 2, 2015. At the close of business on April 6, 2015, the record date for the determination of stockholders entitled to vote at the Annual Meeting (the “Record Date”), there were 610,499,069 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 543,914,124 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 89 percent of the Company’s outstanding shares of Class A Common Stock as of the Record Date.
The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2015.
At the Annual Meeting, both of the Class II directors and all four of the Class III directors were reelected and all other proposals submitted to stockholders were approved, except for Proposal 4 (the stockholder proposal regarding stockholder action by written consent), which was not approved by the stockholders.
Proposal 1. Election of Directors
The vote with respect to the election of the Class II and Class III directors was as follows:
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER 
NON-VOTES
Class II Directors
 
 
 
 
 
 
 
 
Michael Patsalos-Fox
 
502,953,860
 
1,513,789
 
1,872,328
 
37,574,147
Robert E Weissman
 
490,923,554
 
13,546,276
 
1,870,147
 
37,574,147
 
 
 
 
 
 
 
 
 
Class III Directors
 
 
 
 
 
 
 
 
Francisco D’Souza
 
499,957,488
 
4,519,895
 
1,862,594
 
37,574,147
John N. Fox, Jr.
 
502,072,963
 
2,394,061
 
1,872,953
 
37,574,147
Leo S. Mackay, Jr.
 
497,274,910
 
7,194,864
 
1,870,203
 
37,574,147
Thomas M. Wendel
 
486,266,924
 
18,204,317
 
1,868,736
 
37,574,147
Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay)
The advisory vote on the compensation of the Company’s named executive officers was as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
492,043,968
 
10,727,959
 
3,568,050
 
37,574,147
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015 was as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
522,305,975
 
17,691,003
 
3,917,146
 
—


Proposal 4. Stockholder Proposal Regarding Stockholder Action by Written Consent
The vote with respect to the stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent was as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
217,577,682
 
281,033,943
 
7,728,352
 
37,574,147




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
 
 
 
 
By:
 
/s/ Steven Schwartz

Name:
 
Steven Schwartz
Title:
 
Executive Vice President, Chief Legal and Corporate Affairs Officer
Date: June 4, 2015