Cognizant

A ppointment of New Chief Executive Officer – Ravi Kumar S On January 12, 2023, the Company announced that the Board of Directors (the “Board”) has appointed Ravi Kumar Singisetti (also referred to a Ravi Kumar S or Ravi Kumar) as the Company’s Chief Executive Officer and as a member of the Board, in each case effective January 12, 2023 (the “Effective Date”). Mr. Kumar, age 51, joins Cognizant after a 20-year career at Infosys, where he held various leadership roles, most recently serving as President from January 2016 through October 2022. In this role, he led the Infosys Global Services Organization across all global industry segments, driving digital transformation services, consulting services, technology services, engineering services, data & analytics, cloud and infrastructure, and enterprise package applications service lines. Prior to Infosys, Mr.

Director or officer change (Item 5.02). Open the filing for details.

On June 28, 2022, Gregory Hyttenrauch was terminated from his position as Executive Vice President and President, Americas of Cognizant Technology Solutions Corporation (the “Company”), effective immediately due to behavior inconsistent with Company policy. Surya Gummadi has been appointed to serve as interim leader of Cognizant Americas. Mr. Gummadi has been with the Company since 2000 and most recently served as Senior Vice President and Head of the Company’s Healthcare and Life Sciences business.

On March 1, 2022, the Board appointed Stephen Rohleder to the Board, effective March 2, 2022. Mr. Rohleder will serve on the Board until his term expires at the 2022 annual meeting of stockholders at which time he will be nominated for reelection by the Company’s stockholders. The Board determined that Mr. Rohleder qualifies as an “independent director” under the rules of The Nasdaq Stock Market, LLC. Mr. Rohleder was selected as a director based on his extensive experience in the professional services industry and his experience as a leader of public companies, as summarized below. Mr. Rohleder, 64, most recently served as Chairman, CEO and President of GTY Technology Holdings Inc.

On May 28, 2021, Malcolm Frank, Executive Vice President and President, Digital Business & Technology, notified Cognizant Technology Solutions Corporation (the “Company”) of his intent to retire, effective September 1, 2021. Rajesh Nambiar, Executive Vice President and Chairman, Cognizant India, has been appointed President, Digital Business & Technology effective June 4, 2021, succeeding Mr. Frank in such role while continuing in the role of Chairman, Cognizant India. Mr. Frank ceased to be an executive officer as of June 4, 2021, but will remain an employee through his retirement date of September 1, 2021 to assist with the transition. In accordance with the terms of the Company’s Retirement, Death and Disability Policy, Mr.

On January 4, 2021, Dharmendra Kumar (DK) Sinha, Executive Vice President and President, North America, notified Cognizant Technology Solutions Corporation (the “Company”) of his intent to retire and that his last day with the Company will be July 1, 2021. In connection with his retirement, Mr. Sinha will be eligible to receive continued vesting of outstanding equity and a pro-rated portion of his 2021 annual cash incentive, if the applicable performance goals are attained, in accordance with the terms of the Company’s Retirement, Death and Disability Policy.

On July 29, 2020, Cognizant Technology Solutions Corporation (the “Company”) announced the appointment of Mr. Jan Siegmund as Chief Financial Officer, effective September 1, 2020. Prior to joining Cognizant, Mr. Siegmund served as Chief Financial Officer of Automatic Data Processing, Inc., one of the world’s leading global human capital management technology and service providers (“ADP”), from 2012 until 2019. Prior to his appointment as Chief Financial Officer, he served in various positions of increasing responsibility with ADP, including as ADP’s President - Added Value Services from 2007 to 2012 and Chief Strategy Officer from 2004 to 2012. He began his career at McKinsey & Company. Mr. Siegmund serves on the Board of Directors and Chair of the Audit Committee of The Western Union Company and as a Board Member of The LGBT Center – New York. Mr.

On March 5, 2020, the Board appointed Archana Deskus to the Board to fill a current vacancy, effective immediately. Ms. Deskus will serve until the 2020 annual meeting of stockholders of the Company. The Board determined that Ms. Deskus qualifies as an “independent director” under the rules of The Nasdaq Stock Market, LLC. Ms. Deskus was selected as a director based on her extensive experience as a chief information officer for large multinational corporations and for her experience as a public company director, as summarized below. Ms. Deskus, 54, currently serves as Senior Vice President and Chief Information Officer (“CIO”) for Intel Corporation, a technology company, a position she has held since January 2020.

On February 2, 2020, Francisco D’Souza informed the Board of Directors (the “Board”) of the Company that he will leave the Board effective March 31, 2020. On February 3, 2020, the Board appointed Vinita Bali to the Board to fill a current vacancy effective February 24, 2020. Ms. Bali will serve until the 2020 annual meeting of stockholders of the Company. The Board determined that Ms. Bali qualifies as an “independent director” under the rules of The Nasdaq Stock Market, LLC. Ms. Bali was selected as a director based on her extensive experience leading large multinational corporations in senior business and marketing roles and as a public company director, as summarized below. Ms. Bali, 64, was most recently Managing Director and Chief Executive Officer of Britannia Industries, an India-based food company, from 2005 to 2014.

On December 2, 2019, John E. Klein informed the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation that he will leave the Board effective March 1, 2020.

On September 16, 2019, Jonathan Chadwick informed the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation that he will leave the Board effective December 31, 2019.

On September 16, 2019, Jonathan Chadwick informed the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation that he will leave the Board effective December 31, 2019.

On July 16, 2019, the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation (the “Company”) appointed Sandra Wijnberg to the Board to fill a newly created vacancy following an increase in the size of the Board to 12 directors. Ms. Wijnberg will serve until the 2020 annual meeting of stockholders of the Company. The Board determined that Ms. Wijnberg qualifies as an “independent director” under the rules of The Nasdaq Stock Market, LLC. In connection with the appointment of Ms. Wijnberg to the Board, she was also appointed to serve as a member of the Board’s Audit Committee and has been determined by the Board to be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Ms.

Appointment of New Chief Executive Officer - Brian Humphries On February 6, 2019, the Company announced that the Board of Directors (the “Board”) has appointed Brian Humphries as the Company’s Chief Executive Officer and as a member of the Board, in each case effective April 1, 2019 (the “Effective Date”). Mr. Humphries, age 45, has served as Chief Executive Officer, Vodafone Business, and as a member of the Executive Committee of Vodafone Group plc since February 2017. In such capacity, Mr. Humphries is responsible for the strategy, solution development, sales, marketing, partnerships, and the commercial and financial success of Vodafone Business. This consists of all business-to-business Fixed and Mobile customers, as well as Vodafone’s Internet of Things business, Cloud & Security and Carrier Services. Prior to Vodafone, Mr.

On October 30, 2018, Betsy S. Atkins resigned from the Board of Directors of Cognizant Technology Solutions Corporation.

Cognizant Technology Solutions Corporation (the “ Company ”) granted new awards of restricted stock units under its 2017 Incentive Award Plan to its executive officers leading operational and functional roles. In addition, the Company has entered into a letter agreement (the “ Letter Agreement ”) with Rajeev Mehta, President of the Company, that modifies certain provisions of the Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement (the “ Employment Agreement ”) entered into between him and the Company, and provides for the grant of certain new equity awards to him. The Letter Agreement provides that Mr.

Cognizant Technology Solutions Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting") on Tuesday, June 5, 2018. The Company's stockholders, upon the recommendation of the Board of Directors (the "Board"), approved an amendment and restatement of the Cognizant Technology Solutions Corporation 2004 Employee Stock Purchase Plan (the "ESPP" and, as amended and restated, the "Amended and Restated ESPP"). The Board adopted the Amended and Restated ESPP on February 27, 2018, subject to approval by the stockholders. The Amended and Restated ESPP increases the total number of shares of the Company's Class A Common Stock reserved for issuance under the ESPP from 28,000,000 shares to 40,000,000 shares.

New Director - Joseph M. Velli On December 12, 2017, the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation (the “Company”) appointed Joseph M. Velli to the Board to fill a newly-created vacancy. Mr. Velli will serve until the 2018 annual meeting of stockholders of the Company and will be nominated for election at that meeting. In connection with the appointment of Mr. Velli to the Board, he was also appointed to serve as a member of the Board’s Audit Committee. Mr. Velli was selected as a director based on his extensive and strong experience, as summarized below. Mr. Velli, 59, previously served as Senior Executive Vice President and as a member of the Senior Policy Committee of The Bank of New York (now BNY Mellon). During his 22-year tenure with The Bank of New York, Mr.

Cognizant Technology Solutions Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting") at the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Blvd., Teaneck, NJ 07666, on Tuesday, June 6, 2017. The Company's stockholders, upon the recommendation of the Board of Directors, approved the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan (the "2017 Plan"), which was previously adopted by the Board of Directors, subject to the approval by the stockholders, and which will replace the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan (the "2009 Plan"); provided that outstanding awards granted under the 2009 Plan will remain subject to the terms of the 2009 Plan.

On March 27, 2017, the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation (the "Company") appointed Betsy S. Atkins and John M. Dineen to the Board to fill two newly-created vacancies, effective April 1, 2017. Ms. Atkins and Mr. Dineen will serve until the Annual Meeting of Stockholders of the Company to be held in 2017 (the “2017 Annual Meeting”) and will be nominated for election at that meeting. Both were selected as directors based on their extensive and strong experience, as summarized below. Betsy S. Atkins, age 63, has served as Chief Executive Officer of Baja LLC, a venture capital investment firm, since 1994. Ms. Atkins served as Chairman and Chief Executive Officer of Clear Standards, Inc., a provider of energy management and sustainability software and solutions, from 2009 until its sale to SAP AG in 2010.

As announced in the press release attached hereto as Exhibit 99.1 and incorporated by reference into this

Effective April 9, 2016, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Cognizant Technology Solutions Corporation (the “Company”), the Board appointed Jonathan Chadwick to the Board as a Class I Director to fill a newly-created vacancy on the Board. In connection with the appointment of Mr. Chadwick to the Board, he was also appointed to serve as a member of the Board’s Audit Committee and has been determined by the Board to be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Mr. Chadwick will serve until the Annual Meeting of Stockholders of the Company to be held in 2016.