0001209191-14-012206.txt : 20140220 0001209191-14-012206.hdr.sgml : 20140220 20140220142140 ACCESSION NUMBER: 0001209191-14-012206 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140218 FILED AS OF DATE: 20140220 DATE AS OF CHANGE: 20140220 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: 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMAKRISHNAN CHANDRASEKARAN CENTRAL INDEX KEY: 0001276247 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 14628999 MAIL ADDRESS: STREET 1: 500 GLENPOINTE CENTRE WEST CITY: TEANECK STATE: NJ ZIP: 07666 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-02-18 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001276247 RAMAKRISHNAN CHANDRASEKARAN C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD TEANECK NJ 07666 0 1 0 0 Ex. Vice Chairman, Cog. India Restricted Stock Units 2014-02-18 4 A 0 42821 0.00 A Class A Common Stock 42821 42821 D Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 18, 2014 based upon the audited financials for the 2013 fiscal year. The performance-based restricted stock units were granted on December 3, 2012 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/3 of the vested performance-based restricted stock units shall be issued on the eighteen-month anniversary of the date of grant of such performance-based restricted stock units, provided the reporting person remains in the Company's service through such anniversary date. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 2/3 of the vested performance-based restricted stock units shall be issued on the thirty-six month anniversary of the date of grant of such performance-based restricted stock units, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The reporting person will disclose the receipt of shares of the Company's Class A Common Stock underlying the performance-based restricted stock units on Table I of Form 4, if and when such reporting person satisfies the aformentioned service-based conditions. Exhibit List: Exhibit 24 - Power of Attorney /s/ Dana L. Gilbert, on behalf of Chandrasekaran Ramakrishnan, by Power of Attorney 2014-02-20 EX-24.4_508430 2 poa.txt POA DOCUMENT POWER OF ATTORNEY CHANDRASEKARAN RAMAKRISHNAN With respect to holdings of and transactions in securities issued by Cognizant Technology Solutions Corporation, 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-facts 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 attorneys-in-fact 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 foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any 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 Cognizant Technology Solutions Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of December, 2013. /s/ Chandrasekaran Ramakrishnan Schedule A Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution 1. Karen McLoughlin, Chief Financial Officer 2. Steven Schwartz, Senior Vice President, General Counsel and Secretary 3. Dana L. Gilbert, Senior Vice President, Chief Compliance Officer, General Counsel, N.A.