What happened to the Cognizant (CTSH) shareholder proposal on written consent rights?

The shareholder proposal to adopt a right to act by written consent was not approved. It received 162,523,425 votes for, 253,824,087 against, and 560,856 abstentions, along with 23,332,547 broker non-votes recorded on the item.

Cognizant (NASDAQ: CTSH) investors re-elect full board, nix written consent plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cognizant Technology Solutions Corporation reported the results of its annual shareholder meeting held on June 2, 2026. Shareholder turnout was high, with 440,240,915 Class A shares represented out of 473,867,780 outstanding as of the April 6, 2026 record date, equal to approximately 92.90% participation.

All 13 director nominees were re-elected, each receiving significantly more votes "for" than "against." Shareholders approved the advisory "say-on-pay" proposal on executive compensation and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. A shareholder proposal to adopt a shareholder right to act by written consent did not receive sufficient support and was not approved.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 473,867,780 shares Shares represented: 440,240,915 shares Turnout percentage: 92.90% +5 more

8 metrics

Shares outstanding 473,867,780 shares Class A Common Stock outstanding as of April 6, 2026 record date

Shares represented 440,240,915 shares Class A shares present or by proxy at June 2, 2026 meeting

Turnout percentage 92.90% Portion of outstanding Class A shares represented at the annual meeting

Say-on-pay for votes 387,762,676 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 28,276,341 votes Opposition to advisory executive compensation proposal

Auditor ratification for votes 398,861,120 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Written consent for votes 162,523,425 votes Support for shareholder proposal on written consent rights

Written consent against votes 253,824,087 votes Opposition to shareholder written consent rights proposal

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, record date, +1 more

5 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"The advisory vote on the compensation of the Company’s named executive officers was as follows"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"the record date for the determination of shareholders entitled to vote at the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

06/03/2026 - 04:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 2, 2026

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)



Delaware	0-24429	13-3728359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Frank W. Burr Blvd., Suite 36, 6th Floor

Teaneck, New Jersey 07666

(Address of Principal Executive Offices) (Zip Code)

(201) 801-0233

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	CTSH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

By:			/s/ John Kim
Name:			John Kim
Title:			Chief Legal Officer, Chief Administrative Officer and Corporate Secretary

Date: June 3, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Cognizant (CTSH) shareholders vote on at the 2026 annual meeting?

Shareholders voted on re-electing 13 directors, an advisory say-on-pay proposal, ratification of PricewaterhouseCoopers LLP as auditor for 2026, and a shareholder proposal to allow action by written consent.

What was shareholder turnout for Cognizant (CTSH) at the June 2, 2026 meeting?

Turnout was strong, with 440,240,915 Class A shares represented out of 473,867,780 outstanding as of April 6, 2026. This equaled approximately 92.90% of eligible shares entitled to vote at the meeting.

Were all Cognizant (CTSH) director nominees re-elected at the 2026 annual meeting?

Yes, all 13 director nominees were re-elected. Each nominee, including Ravi Kumar S, Vinita Bali, and others, received substantially more votes "for" than "against," with additional broker non-votes reported on each director proposal.

Did Cognizant (CTSH) shareholders approve the 2026 say-on-pay proposal?

Yes. The advisory vote on named executive officer compensation received 387,762,676 votes for, 28,276,341 against, and 869,351 abstentions, with 23,332,547 broker non-votes. This reflects overall shareholder support for the company’s executive pay program.

Which audit firm did Cognizant (CTSH) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Cognizant’s independent registered public accounting firm for the year ending December 31, 2026, with 398,861,120 votes for, 41,096,195 against, and 283,600 abstentions, and no broker non-votes on this proposal.

Filing Exhibits & Attachments

3 documents