April 18, 2019

To Our Shareholders:

I am delighted to write to you in my new capacity as chairman of the board of directors, a position I assumed from fellow director, John Klein, in September 2018. I thank John for his leadership, commitment and countless contributions to the company over the nearly 15 years that he served as chairman of the board. The growth and success of our company during his term has been remarkable, and we are grateful to continue to benefit from John’s wisdom and experience as a director.

The last few years, and in particular the last year, have involved significant changes to our company leadership, strategy and governance that are at the core of a board’s fiduciary role. We believe the changes undertaken by the board, discussed below, will enable our company to continue its successful pivot to digital and provide increased value for our shareholders in the years ahead.

CEO Succession

A critical role for any board is to select the right leadership for the company. On February 6, 2019, after a thorough search process, we announced that Brian Humphries would succeed Francisco (Frank) D’Souza as Cognizant’s CEO. Brian is a broadly experienced technology executive who has worked successfully across global companies, cultures and roles, leading enterprise-wide transformations through focused execution, often in highly competitive market segments. Brian joins us from Vodafone Group plc, one of the world’s largest telecommunications companies, where he was CEO of Vodafone Business and a member of Vodafone Group’s Executive Committee. Vodafone Business, which accounted for nearly a third of Vodafone Group’s service revenue in 2018 with approximately €12 billion in sales globally, consists of all business-to-business fixed and mobile customers, as well as Vodafone’s Internet of Things business, Cloud & Security and Carrier Services.

A wide range of industries are undergoing a shift to sophisticated digital technologies. Companies turn to professional services firms like Cognizant to help them successfully undertake that shift and, in many instances, fundamentally alter their business to compete in the digital world. With Brian’s extensive technology and execution experience, we believe he is the right person to lead our company’s digital strategy and pursue what we see as a tremendous opportunity for enhancing our role with clients while building on the company’s legacy of growth and innovation under Frank.

On behalf of the entire board, I extend deep gratitude to Frank for his relentless dedication and pioneering leadership of our company. During his 12-year tenure as CEO, Cognizant increased its annual revenue more than ten-fold, ascending into the Fortune 200 while generating substantial shareholder value. And in the last few years, Cognizant returned considerable capital to shareholders and undertook a navigated shift to a more balanced approach between revenue growth and profitability. My fellow board members and I are thankful that Frank will remain on the board as vice chairman so that we may continue to benefit from his experience and insights.

Strategy Formulation

Another fundamental board role is working with management on developing company strategy, approving that strategy and overseeing management’s execution of it. The board’s approach has been to develop a multi-year strategic plan that is evaluated at least annually and updated as needed. On an annual basis we convene an extended board meeting with the company’s senior management to focus on reviewing and updating the strategy in light of industry developments and market opportunities, and additional strategy sessions are held as needed.

Our management team has spoken publicly for a number of years about the company’s large and growing market opportunity as clients navigate the shift to digital. The continued advancement of the company’s digital capabilities is at the core of our plans for sustainable strong growth and value creation. To provide further transparency to our shareholders and the investment community on these topics, we held our first ever investor day in November 2018 to provide greater specificity about our strategy, capabilities and medium-term plans for creating shareholder value. The plans presented were derived from the ongoing strategy development process, which the board has been integrally involved with. Four of our directors, including me, attended our investor day to see the presentations, hear the questions and meet with investors in person.

Risk Management

No board’s strategic focus would be complete without sufficient attention to risk management. The board has for many years operated with an enterprise risk management (“ERM”) process in which our Vice President – Enterprise Risk Management and Internal Audit reports to the board and its committees on a quarterly basis. This ERM process includes such important risk topics as cybersecurity, data privacy, information security, changes in laws and regulations and compliance. In 2018, the board undertook a detailed review of the responsibilities of each of its committees with respect to the oversight of the company’s key enterprise risks and made various changes to shift responsibility for oversight of a number of such risks from the Audit Committee to other committees to provide a more balanced distribution of the workload. For example, given heightened sensitivity in recent years to cybersecurity risks and increased focus on data privacy in light of the European Union’s adoption of the Global Data Protection Regulation in 2018, both risk topics were moved to the Nominating, Governance and Public Affairs Committee to ensure that adequate director time is devoted to each of these risks. More information on the changes can be found on page 19 of the enclosed proxy statement. Our board is committed to a proactive approach to risk identification and management to inform and refine execution of the company’s strategy and protect shareholder value.

Aligning Executive and Shareholder Interests

Each year, our Management Development and Compensation Committee reviews and updates our executive compensation program to ensure it continues to provide the right incentives for the achievement of the company strategy and objectives and aligns executive interests with those of shareholders while avoiding the incentivizing of excessive risk-taking. Our executive compensation program has long utilized high percentages of performance-based and equity-based compensation relative to our peer group companies. In 2017, in light of our strategic shift to a more balanced approach between revenue growth and profitability, the committee adjusted the performance stock units (“PSUs”) used to provide long-term performance-based compensation to weight revenue and profitability metrics 50% / 50% (vs. the prior 75% / 25% weighting). We continued that approach in 2018, while setting performance goals for both cash and equity performance-based compensation at levels designed to incentivize the achievement of company objectives. From a compensation risk perspective, the high percentage of long-term, full-value equity awards, both PSUs and time-based restricted stock units, provides a strong level of alignment between executive and shareholder interests. Additionally, the committee designed our new CEO’s compensation package to include PSUs that are tied to total shareholder return metrics, which will help further align pay and performance with shareholder interests.

Board Refreshment

We strive to have directors with the right mix of skills and characteristics to enable the board to be most effective in helping Cognizant navigate its constantly changing business needs. We value a board that is diverse in experience, knowledge, characteristics, tenure and age. We look for candidates with experience managing global enterprises and businesses in the professional services and technology sectors and the various industries that we serve. We also strive for a healthy mix of corporate development, financial reporting, operational, governance and risk management experience needed for us to effectively govern a large, global, publicly-traded company. Our board members come from diverse backgrounds – a global composition that we value for a global company.

We maintain an ongoing board refreshment process overseen by our Nominating, Governance and Public Affairs Committee to identify skills and characteristics of potential directors that would enhance the board and seek out candidates that possess such skills and characteristics. Four of our current independent directors joined over the last four years as a result of that selection process, providing us with valuable new insights and experience. We also have some long-tenured directors who provide a depth of experience with respect to Cognizant and our business.

2019 Annual Meeting

I cordially invite you to attend our 2019 annual meeting of shareholders, which will be held via live webcast on Tuesday, June 4, 2019, at 9:30 a.m. Eastern Time.

I encourage you to read the enclosed Notice of 2019 Annual Meeting and proxy statement, which includes instructions on how to vote your shares by proxy and/or attend the annual meeting and vote during the meeting.

On behalf of my fellow board members, we thank you for your continued support.

Sincerely,

MICHAEL PATSALOS-FOX
Chairman of the Board of Directors

Objective

An independent board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders.

How We Get There

The Governance Committee considers the factors below and others when selecting and recruiting director candidates and in the yearly selection of the appropriate board slate.

Relevant Skills and Experience

…for a Fortune 200 public company and global professional services and technology company

We seek directors who have held significant leadership positions, have global business experience and have experience in the professional services and technology sectors and the various industries that we serve. In addition, we seek directors with a mix of corporate development, financial reporting, operational, governance and risk management experience appropriate for a large, global, publicly-traded company.

See Key Qualifications of our Board.

Diversity

…including as to race, gender, age, national origin and cultural background

Our corporate governance guidelines provide that the value of director diversity, including as to race, gender, age, national origin and cultural background, should be considered in the selection of directors. We seek out qualified women and individuals from minority groups to include in the pool from which board nominees are chosen.

Balance of Tenures

…between knowledge of the company and fresh perspectives and insights

We believe it is important that the board have an appropriately balanced mix of experienced directors with a deep understanding of the company and its industry and new directors who bring valuable new experience, insights and perspectives.

Attention and Focus

…by each director in light of other obligations

We consider each director’s continuation on the board on an annual basis. As part of the process, each director’s other positions and obligations are evaluated in order to assess the director’s ability to continue to devote sufficient time to company matters. Any director who experiences a change in employment status or job responsibilities, other than retirement, is required to notify the chairman and the Governance Committee and offer to resign from the board.

Limits on Director Service on Other Public Company Boards. Under our corporate governance guidelines, we limit service by our directors on other public company boards:

Director is a public company CEO

Limited to no more than two other boards

Director is not a public company CEO

Limited to no more than four other boards

Independence

…and avoiding conflicts of interest

We consider other positions a director or a director candidate has held or holds (including other board memberships) and any potential conflicts of interest to ensure the continued independence of the board and its committees. There are no family relationships among any of our directors, executive officers and key employees.

Board Member Independence. Each of our director nominees, other than our current CEO, Mr. Humphries, and our vice chairman and former CEO, Mr. D’Souza, has been determined by the board to be an “independent director” under our corporate governance guidelines and the rules of The Nasdaq Stock Market LLC (“Nasdaq”), which require that, in the opinion of the board, such person not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Committee Member Independence. The board has determined that all of the members of the Audit Committee, Compensation Committee and Governance Committee are independent as defined under Nasdaq rules and, where applicable, also satisfy the committee-specific requirements set forth on pages 20 and 21.

Public Company Leadership

Directors who have served in a senior executive role directing business strategy and management at a large publicly-traded company or significant business unit of such a company bring valuable practical experience and understanding to the board room that is highly relevant to a large, global organization such as Cognizant. This includes experience addressing the challenges of large scale operations and experience identifying and developing leadership qualities for the management team that takes on such challenges.

Technology and Consulting Services

As a global professional services organization focused on providing technology and consulting services to many of the world’s leading companies, we benefit from having a number of directors that have extensive experience in senior leadership roles at companies in the technology and consulting fields.

Talent Management

From the experience gained through her role as CFO of Towers Perrin, a global professional services company, Ms. Breakiron-Evans is able to offer our board insight into the particular financial and operational challenges of a business like Cognizant where talent is a key asset.

As a global professional services organization, our people are our most important asset and the successful development and retention of our professionals is critical to our success. As such, we benefit from having directors with a deep understanding of the dynamics of a people-based business obtained from experience as a senior leader in a large, international professional services organization.

Security

Our business is critically dependent on our ability to maintain the confidentiality of sensitive business and personal data of our clients and our clients’ customers, in addition to our own such data. Having directors with expertise in information security is important to our business and our risk management strategy.

Regulated Industries

We are highly dependent on customers concentrated in certain regulated industries, such as financial services and healthcare. Directors with particular knowledge of these industries are beneficial to the board’s understanding of the unique challenges faced by clients in these industries and oversight of the company’s strategy and regulatory compliance.

Operations Management

As we pursue continued growth and increased profitability for our business, having directors who have experience serving as a chief operating officer or similar position with operational oversight of a large organization provides valuable administrative and operational insights at the board level.

Public Company Governance

We believe that having directors who currently serve on the boards of other U.S.-listed public companies is important to Cognizant maintaining good corporate governance practices as such directors are able to provide insight into current U.S. public company board practices, including with respect to board management, relations between the board and senior management, board refreshment, management succession planning, risk management and executive compensation.

International Business Development

We are continually focused on growing our business, including through acquisitions and geographic expansion. Directors who have experience overseeing corporate strategy and development or managing large non-U.S. organizations provide valuable insight into the challenges and risks, as well as the means of successfully overcoming such challenges and risks, with respect to acquiring and integrating other companies and undertaking continued international expansion of our business.

Finance, Accounting and Risk Management

As a large, publicly-traded company with a global footprint, we benefit from directors with financial accounting and reporting, regulatory compliance and risk management experience derived from serving in roles such as CFO, head of internal audit, chief risk officer or external audit partner of a large, global, publicly-traded company.

Maureen Breakiron-Evans

Other Members

WOMEN EMPOWERED

One of the ways we are elevating the experience of work for women is through our global Women Empowered (“WE”) program. WE is committed to developing more women leaders at all levels of our company, providing career growth and leadership development opportunities, and building a community of women focused across all industries in business and technology.

As part of WE, we have undertaken a Women in Digital initiative whereby Cognizant has pledged to employ at least 100,000 women around the world by 2020. To fulfill the pledge, our human resources teams will work with female associates at all career stages to foster their advancement in the company. For example, in 2018 we launched Cognizant’s first company-wide women’s global leadership development program, called Propel, covering approximately 300 women in leadership roles to help shape and mobilize the careers of these female leaders.

We are proud to have been named to the top quadrant of Forbes list of Best Employers for Women 2018.

COGNIZANT EMBRACE

Cognizant EMBRACE focuses on providing a positive, supportive environment for lesbian, gay, bisexual, transgender and intersex (“LGBTI”) colleagues to be their authentic selves at work and creating a strong community among LGBTI associates and allies, including by connecting with our clients’ LGBTI networks to strengthen our client relationships.

COGNIZANT AFRICAN AMERICAN & LATINO GROUP

The African American & Latino Group is dedicated to the interests of Cognizant employees who identify as Black, African, African-American, Latino or Hispanic. The group fosters the success of its members through programming and initiatives that promote career development, mentoring, recruitment and retention and community building.

COGNIZANT VETERANS NETWORK

We respect and value the service of our veterans and their family members, and we are committed to hiring and helping to prepare transitioning service members, veterans and military spouses for new jobs through our Cognizant Veterans Network. We participate in national and local partnerships, job fairs, career conferences and sponsorships, and have an internal network of military employees and veterans. Additionally, Cognizant has teamed up with FourBlock, an organization that partners with Fortune 500 companies and top universities across the country, to provide a semester-long, university accredited program centered on career readiness to help veterans re-enter the workforce.

CORPORATE GOVERNANCE GUIDELINES

The board has adopted corporate governance guidelines to assist it in the exercise of its duties and responsibilities to the company and its shareholders. The guidelines provide a framework for the conduct of the board’s business and are integral to an effective corporate governance program. The guidelines are available on our website. See “Helpful Resources” on page 72.

CORE VALUES & CODE OF ETHICS

Our Core Values & Code of Ethics applies to all of our directors, officers and employees and promotes transparency, passion, empowerment, collaboration, customer focus and integrity within our organization. The code of ethics is available on our website. See “Helpful Resources” on page 72.

We will post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of our code of ethics.

ETHICS & COMPLIANCE TRAINING

We conduct annual trainings for employees on regulatory compliance topics such as global data privacy and anti-bribery.

COMPLIANCE HOTLINE

The Cognizant Compliance Helpline is serviced by a third-party provider that is available by phone or online 24 hours a day, 7 days a week to help ensure any compliance concerns can be reported and addressed in a timely and appropriate manner.

92%
votes cast “FOR” Say-on-Pay at 2018 annual meeting

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that our shareholders have the opportunity to cast an advisory vote on executive compensation at annual meetings, commonly referred to as a “Say-on-Pay” vote, at least once every three years. At the 2017 annual meeting, the company’s shareholders voted, on an advisory basis, on the frequency of the Say-on-Pay vote, voting in favor of the holding of a Say-on-Pay vote every year. A Say-on-Pay vote has been held at each subsequent annual meeting. Holding the Say-on-Pay vote every year gives shareholders the opportunity to provide direct and frequent feedback on our compensation philosophy, policies and procedures. The next Say-on-Pay vote will occur in 2020.

The Say-on-Pay vote is a non-binding vote on the compensation of our NEOs, which is described in the “Compensation Discussion and Analysis” section (see below), the “Executive Compensation Tables and Pay Ratio” section (see page 50) and the “Potential Payments Upon Termination or Change in Control” section (see page 55) and the accompanying narrative disclosure in each such section. Please read each section for a detailed discussion about our executive compensation programs and compensation philosophy, including information about the fiscal 2018 compensation of our NEOs.

The votes solicited by this Proposal 2 are advisory, and therefore are not binding on the company, the board or the Compensation Committee. However, the board, including the Compensation Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.

WHAT ARE YOU VOTING ON?
In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote on an advisory basis to approve the compensation paid to our named executive officers (“NEOs”), as described in this proxy statement.

The board unanimously recommends a vote FOR the approval, on an advisory (non-binding) basis, of our executive compensation.

Resolution Shareholders Are Being Asked to Approve

RESOLVED, that the shareholders of Cognizant Technology Solutions Corporation approve, on an advisory basis, the compensation of the company’s named executive officers, disclosed pursuant to Item 402 of Regulation S-K in the company’s definitive proxy statement for the 2019 annual meeting of shareholders.

 2018 NEOs

Alignment with Corporate Strategies
Ensure compensation program incentives are aligned with our corporate strategies and business objectives.

We set performance metrics for our incentive compensation programs that align with our corporate operational goals:

Short-Term and Long-Term Objectives
Tie a substantial portion of compensation to achieving both short-term and long-term performance objectives that enhance shareholder value.

A substantial percentage of our NEOs’ pay is performance-based. This is divided between (i) annual cash incentives (“ACI”), which measure performance over a one-year period and reward achievement of short-term company financial and operational objectives, and (ii) performance stock units (“PSUs”), which measure performance over a two-year period, vest over an additional third year and reward more long-term company financial and operational objectives.

Long-Term Continued Employment
Provide an incentive for long-term continued employment with our company.

A substantial percentage of our NEOs’ pay consists of long-term equity: (i) restricted stock units (“RSUs”), which vest quarterly over a three-year period, to reward continued service and long-term performance of our common stock, and (ii) PSUs that require continued service for them to vest, with vesting not until 30 months (1/3^rd) and 36 months (2/3^rds) from the start of the performance period.

Balanced Mix
Create an appropriate balance between current and long-term compensation and between cash and equity-based incentive compensation.

We provide competitive levels of cash and short-term compensation to provide some stability to our NEOs’ compensation. We provide current compensation in the form of cash, divided between base salary and ACI, and long-term compensation in the form of equity, divided between PSUs and RSUs. Both current and long-term compensation include a mix between stable (base salary and RSUs) and performance-based (ACI and PSUs) compensation.

No Unnecessary Risk-Taking
Ensure that compensation arrangements do not encourage unnecessary risk-taking.

We create a balance between performance-based and non-performance-based compensation and set performance metric targets that we believe are aspirational but achievable. We also set stock ownership guidelines to help mitigate potential compensation risk and further align the interests of our NEOs with those of shareholders. See page 48.

Competitive
Provide competitive compensation packages in order to attract, retain and motivate top executive talent.

To ensure our compensation remains competitive, the Compensation Committee engaged Pay Governance, an independent executive compensation advisory firm, in 2018 and prior years to review and benchmark the compensation we provide relative to our peer group and other market data.

What We Do

What We Don’t Do

No hedging or speculation with respect to Cognizant securities

See page 48

No short sales of Cognizant securities

See page 48

No margin accounts with Cognizant securities

See page 48

No pledging of Cognizant securities

See page 48

No tax “gross ups” on severance or other change of control benefits

See page 49

Note: The above presentation seeks to provide a view of 2018 target direct compensation as reviewed by the Compensation Committee. As such, it uses grant date share prices for RSUs and PSUs and the target level of achievement for the ACI and PSUs.

Actual company revenue, non-GAAP income from operations, non-GAAP diluted earnings per share (EPS) and days sales outstanding (DSO).

Component performance targets under the company’s Annual Cash Incentives (ACIs) and Performance Stock Units (PSUs) with performance measurement periods covering such years.