0001058290-22-000206.txt : 20220617 0001058290-22-000206.hdr.sgml : 20220617 20220617171453 ACCESSION NUMBER: 0001058290-22-000206 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220609 FILED AS OF DATE: 20220617 DATE AS OF CHANGE: 20220617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walker Robert C. CENTRAL INDEX KEY: 0001933245 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 221025009 MAIL ADDRESS: STREET 1: C/O COGNIZANT TECHNOLOGY SOLUTIONS STREET 2: 300 FRANK W. BURR BOULEVARD CITY: TEANECK STATE: NJ ZIP: 07666 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 300 FRANK W. BURR BLVD., STE. 36, 6 FL. CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 2018010233 MAIL ADDRESS: STREET 1: 300 FRANK W. BURR BLVD., STE. 36, 6 FL. CITY: TEANECK STATE: NJ ZIP: 07666 3 1 wf-form3_165550047468605.xml FORM 3 X0206 3 2022-06-09 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001933245 Walker Robert C. C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 300 FRANK W. BURR BLVD., STE 36, 6 FL. TEANECK NJ 07666 0 1 0 0 EVP & Pres, Global Growth Mkts Class A Common Stock 6518 D Restricted Stock Units Class A Common Stock 6659.0 D Restricted Stock Units Class A Common Stock 3168.0 D Restricted Stock Units Class A Common Stock 2803.0 D Restricted Stock Units Class A Common Stock 1169.0 D Restricted Stock Units Class A Common Stock 4263.0 D A total of 11,415 restricted stock units ("RSUs") were originally granted on February 1, 2021 under the Cognizant Technology Solutions Corporation (the "Company") 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 1, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (February 1, 2024.) Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. A total of 7,610 RSUs were originally granted on February 1, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 1, 2021, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 1, 2024.) A total of 4,204 RSUs were originally granted on May 17, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on August 17, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (May 17, 2024.) A total of 2,452 RSUs were originally granted on May 17, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in 11 successive quarterly installments, commencing on August 17, 2021, with (i) 1/7th of such RSUs vesting on each of the first three vesting dates; (ii) 2/3rds of 1/7th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/7th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the eleventh vesting date (May 17, 2024.) A total of 4,650 RSUs were originally granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2022, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2025.) Exhibit List: Exhibit 24 - Power of Attorney /s/ Carrie P. Ryan, on behalf of Robert C. Walker, by Power of Attorney 2022-06-17 EX-24 2 ex-24.htm EXHIBIT 24 POA ROBERT C. WALKER

Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

With respect to holdings of and transactions in securities issued by Cognizant Technology Solutions Corporation (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

2. execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16
of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

3. do and perform any and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4. take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of June 6, 2022.

By: /s/ Robert C. Walker
Name: Robert C. Walker

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution:

1. John Kim, Executive Vice President, General Counsel, Chief Corporate Affairs Officer and
Corporate Secretary

2. Udele Lin, Vice President, Assistant Secretary

3. Carrie P. Ryan, Senior Director/Legal Counsel