0001209191-16-153485.txt : 20161205 0001209191-16-153485.hdr.sgml : 20161205 20161205184207 ACCESSION NUMBER: 0001209191-16-153485 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161202 FILED AS OF DATE: 20161205 DATE AS OF CHANGE: 20161205 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: Middleton Sean CENTRAL INDEX KEY: 0001691290 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 162034878 MAIL ADDRESS: STREET 1: COGNIZANT TECHNOLOGY SOLUTIONS CORP. STREET 2: 500 FRANK W. BURR BLVD CITY: TEANECK STATE: NJ ZIP: 07666 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-12-02 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001691290 Middleton Sean C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD. TEANECK NJ 07666 0 1 0 0 Pres - Cognizant Accelerator Class A Common Stock 6042 D Restricted Stock Units Class A Common Stock 106 D Restricted Stock Units Class A Common Stock 834 D Restricted Stock Units Class A Common Stock 515 D Restricted Stock Units Class A Common Stock 415 D Restricted Stock Units Class A Common Stock 4026 D Restricted Stock Units Class A Common Stock 978 D Restricted Stock Units Class A Common Stock 643 D Restricted Stock Units Class A Common Stock 454 D Restricted Stock Units Class A Common Stock 1205 D The restricted stock units were granted on February 18, 2014 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on June 1, 2014, so that the stock units will be fully vested on March 1, 2017. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The restricted stock units were granted on May 22, 2014 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on September 1, 2014, so that the stock units will be fully vested on June 1, 2017. The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on March 1, 2015, so that the stock units will be fully vested on December 1, 2017. The restricted stock units were granted on September 14, 2015 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on January 1, 2016, so that the stock units will be fully vested on October 1, 2018. The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on March 1, 2016, so that the stock units will be fully vested on December 1, 2018. The restricted stock units were granted on May 17, 2016 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on September 1, 2016, so that the stock units will be fully vested on June 1, 2019. Represents the remaining 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 27, 2015 based upon the audited financials for the 2014 fiscal year. The performance-based restricted stock units were granted on December 3, 2013 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units were settled in the Company's Class A Common Stock on June 3, 2015. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 3, 2016, 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. Represents the remaining 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 27, 2015 based upon the audited financials for the 2014 fiscal year. The performance-based restricted stock units were granted on May 22, 2014 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units were settled in the Company's Class A Common Stock on June 3, 2015. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 3, 2016, 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. Represents the remaining 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 25, 2016 based upon the audited financials for the 2015 fiscal year. The performance-based restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units were settled in the Company's Class A Common Stock on June 1, 2016. (Continued in the next footnote.) (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 1, 2017, 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. Exhibit List: Exhibit 24 - Power of Attorney /s/ Harry Demas, on behalf of Sean Middleton, by Power of Attorney 2016-12-05 EX-24.3_687579 2 poa.txt POA DOCUMENT 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 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 29th day of November, 2016. /s/ Sean Middleton Schedule A Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution 1. Karen McLoughlin, Chief Financial Officer 2. Harry Demas, Vice President, Assistant General Counsel 3. Joelle Quilla, General Counsel - Client & Corporate Services