0001209191-17-063891.txt : 20171205 0001209191-17-063891.hdr.sgml : 20171205 20171205161400 ACCESSION NUMBER: 0001209191-17-063891 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171201 FILED AS OF DATE: 20171205 DATE AS OF CHANGE: 20171205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas Santosh CENTRAL INDEX KEY: 0001684830 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 171239803 MAIL ADDRESS: STREET 1: COGNIZANT TECHNOLOGY SOLUTIONS CORP. STREET 2: 500 FRANK W. BURR BLVD 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: 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-12-01 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001684830 Thomas Santosh C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD. TEANECK NJ 07666 0 1 0 0 Pres. Global Growth Markets Class A Common Stock 2017-12-01 4 M 0 6562 0.00 A 91561 D Class A Common Stock 2017-12-01 4 F 0 5044 71.36 D 86517 D Class A Common Stock 2017-12-01 4 M 0 2611 0.00 A 89128 D Class A Common Stock 2017-12-01 4 F 0 2007 71.36 D 87121 D Class A Common Stock 2017-12-01 4 M 0 1181 0.00 A 88302 D Class A Common Stock 2017-12-01 4 F 0 908 71.36 D 87394 D Restricted Stock Units 0.00 2017-12-01 4 M 0 6562 0.00 D 2017-12-01 2017-12-01 Class A Common Stock 6562 0 D Restricted Stock Units 0.00 2017-12-01 4 M 0 2611 0.00 D 2017-12-01 2017-12-01 Class A Common Stock 2611 0 D Restricted Stock Units 0.00 2017-12-01 4 M 0 1181 0.00 D 2017-12-01 2017-12-01 Class A Common Stock 1181 9446 D Represents the number of shares of Class A Common Stock received from the vesting of 1/2 of the vested performance-based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on December 1, 2014. Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding. Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 1, 2014. Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 1, 2016. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The performance-based restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/2 of the vested performance-based restricted stock units were issuable on June 1, 2016, provided the reporting person remained in the Company's service through such anniversary date. The remaining 1/2 of the vested performance-based restricted stock units were issuable on December 1, 2017, provided that the reporting person remained in the Company's service through such anniversary date. The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2015, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2017. The restricted stock units were granted on December 1, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2017, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on December 1, 2019. Exhibit List: Exhibit 24 - Power of Attorney /s/ Harry Demas, on behalf of Santosh Thomas, by Power of Attorney 2017-12-05 EX-24.4_755220 2 poa.txt POA DOCUMENT 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 Cognizant Technology Solutions Corporation, 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 this 12th day of October, 2017. /s/ SANTOSH THOMAS Schedule A Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution: 1. Karen McLoughlin, Chief Financial Officer 2. Matthew Friedrich, Executive Vice President, General Counsel and Chief Corporate Affairs Officer and Corporate Secretary 3. Joelle Quilla, General Counsel - Client & Corporate Services 4. Harry Demas, Vice President, Assistant General Counsel