CTSH Cognizant Technology Solutions Corp - 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

Cognizant Technology Solutions Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on Tuesday, June 2, 2026. At the close of business on April 6, 2026, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 473,867,780 shares of the Company’s Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 440,240,915 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 92.90% 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 17, 2026.

At the Annual Meeting, all of the directors were re-elected, proposals 2 and 3 were approved and proposal 4 was not approved.

Proposal 1. Election of 13 Director Nominees

The vote with respect to the election of director nominees was as follows:

For

Against

Abstain

Broker

Non-Votes

Zein Abdalla

388,235,385

28,108,281

564,702

23,332,547

Vinita Bali

404,952,779

11,566,218

389,371

23,332,547

Eric Branderiz

414,843,920

1,894,173

170,275

23,332,547

Archana Deskus

415,879,370

860,138

168,860

23,332,547

John M. Dineen

415,938,877

803,226

166,265

23,332,547

Ravi Kumar S

416,010,734

734,587

163,047

23,332,547

Leo S. Mackay, Jr.

389,179,332

27,555,203

173,833

23,332,547

Michael Patsalos-Fox

402,727,568

14,014,783

166,017

23,332,547

Stephen J. Rohleder

407,090,537

9,649,145

168,686

23,332,547

Abraham Schot

405,946,053

10,791,261

171,054

23,332,547

Karima Silvent

414,864,797

1,874,614

168,957

23,332,547

Joseph M. Velli

414,985,465

1,750,656

172,247

23,332,547

Sandra S. Wijnberg

395,200,421

21,540,445

167,502

23,332,547

Proposal 2. Advisory Vote to Approve 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

387,762,676

28,276,341

869,351

23,332,547

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, 2026 was as follows:

For

Against

Abstain

Broker Non-Votes

398,861,120

41,096,195

283,600

-

Proposal 4. Shareholder Proposal to Adopt a Shareholder Right to Act by Written Consent

The vote with respect to the shareholder proposal to adopt a shareholder right to act by written consent was as follows:

For

Against

Abstain

Broker Non-Votes

162,523,425

253,824,087

560,856

23,332,547