UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☑ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule 14a-12 | |
Cognizant Technology Solutions Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 5, 2018.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
GLENPOINTE CENTRE WEST
500 FRANK W. BURR BLVD.
TEANECK, NJ 07666
| Meeting Information | |
| Meeting Type: | Annual Meeting |
| For holders as of: | April 9, 2018 |
| Date: June 5, 2018 | Time: 8:30 AM EDT |
| Location: | Teaneck Marriott at Glenpointe |
| 100 Frank W. Burr Blvd. | |
| Teaneck, New Jersey 07666 |
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|
See the reverse side of this notice to obtain proxy materials and voting instructions. |
| Proxy Materials Available to VIEW or RECEIVE: | |
| 1. Notice and Proxy Statement 2. Annual Report | |
| How to View Online: | |
| Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below. | |
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| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| 1) BY INTERNET: | www.proxyvote.com |
| 2) BY TELEPHONE: | 1-800-579-1639 |
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com |
| * | If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) in the subject line. |
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. |
| Please make the request as instructed above on or before May 22, 2018 to facilitate timely delivery. |
| How To Vote |
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| Please Choose One of the Following Voting Methods |
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
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Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. |
|
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
| Voting Items |
| The Board of Directors recommends you vote FOR each of the nominees: | ||||
| 1. | Election of Directors to serve until the 2019 Annual Meeting of Stockholders. | |||
| Nominees | ||||
| 1a. | Zein Abdalla | |||
| 1b. | Betsy S. Atkins | |||
| 1c. | Maureen Breakiron-Evans | |||
| 1d. | Jonathan Chadwick | |||
| 1e. | John M. Dineen | |||
| 1f. | Francisco D'Souza | |||
| 1g. | John N. Fox, Jr. | |||
| 1h. | John E. Klein | |||
| 1i. | Leo S. Mackay, Jr. | |||
| 1j. | Michael Patsalos-Fox | |||
| 1k. | Joseph M. Velli | |||
| The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5a, 5b and 5c. | |||
| 2. | Approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers. | ||
| 3. | Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018. | ||
| 4. | Approve an amendment and restatement of the Company's 2004 Employee Stock Purchase Plan. | ||
| 5. | Approve three separate proposals to eliminate the supermajority voting requirements in the Company's Certificate of Incorporation with respect to: | ||
| 5a. | Amending the Company's By-laws; | ||
| 5b. | Removing directors; and | ||
| 5c. | Amending certain provisions of the Company's Certificate of Incorporation. | ||
| The Board of Directors recommends you vote AGAINST proposals 6 and 7. | |||
| 6. | Stockholder proposal requesting that the Board of Directors take the steps necessary to permit stockholder action by written consent. | ||
| 7. | Stockholder proposal requesting that the Board of Directors take the steps necessary to lower the ownership threshold for stockholders to call a special meeting. | ||
| Note: To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof. | |||
