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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
July 31, 2025 |
| |
Kyndryl
Holdings, Inc.
(Exact name of registrant as specified in its charter) |
| |
Delaware
(State or other jurisdiction
of incorporation) |
001-40853
(Commission
File Number) |
86-1185492
(I.R.S. Employer
Identification No.) |
One
Vanderbilt Avenue, 15th Floor
New York, New
York 10017
(Address of principal executive offices, and Zip Code)
855-596-3795
(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
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ 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 |
| Common stock, par value $0.01 per share |
|
KD |
|
New York Stock Exchange |
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
At the Annual Meeting on July 31, 2025, the Company’s
stockholders: (1) elected the persons listed below to serve as directors; (2) approved, on an advisory basis, the compensation of the
Company’s named executive officers; and (3) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending March 31, 2026. Each of these proposals is described in greater detail in
the 2025 Proxy Statement. Set forth below are the voting results for these proposals.
Proposal 1—Election of Directors
Each director nominee received the support of more than 99% of
the votes cast:
| Name | |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| Janina Kugel | |
163,902,853 | |
1,109,789 | |
386,891 | |
30,910,886 |
| Denis Machuel | |
164,409,899 | |
624,923 | |
364,711 | |
30,910,886 |
| Rahul N. Merchant | |
164,303,490 | |
679,538 | |
416,505 | |
30,910,886 |
Proposal 2—Advisory Vote to Approve Executive Compensation
97.4% of the votes present and entitled to vote approved the compensation
of the Company’s named executive officers:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 161,033,710 | |
3,718,933 | |
646,890 | |
30,910,886 |
Proposal 3—Ratification of the Appointment of the Independent
Registered Public Accounting Firm
99.4% of the votes present and entitled to vote ratified the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31,
2026:
| Votes For | |
Votes Against | |
Abstentions |
| 195,174,809 | |
776,690 | |
358,920 |
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.
Date: August 1, 2025
| |
KYNDRYL HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Evan Barth |
| |
|
Name: Evan Barth |
| |
|
Title: Vice President, Associate General Counsel and Assistant Corporate Secretary |
