Cognizant Technology Solutions (CTSH) Proxy filing summary

Executive summary

• Achieved $21.1 billion in 2025 revenue, up 7% year-over-year, with margin expansion and strong large-deal momentum; 28 deals over $100 million TCV, with TCV up nearly 50% from prior year.

• Over 340,000 associates completed AI training in 2.5 years; Synapse Initiative upskilled 1 million+ individuals, with a new goal of 2 million by 2030.

• Board and management focused on AI Builder strategy, talent development, and sustainability, with high client and employee satisfaction scores.

Voting matters and shareholder proposals

• Four proposals: election of 13 directors (Board recommends FOR), advisory vote on executive compensation (FOR), ratification of PwC as auditor (FOR), and a shareholder proposal to adopt written consent rights (AGAINST).

• Board opposes written consent proposal, citing market practice, transparency, and existing robust shareholder rights.

Board of directors and corporate governance

• Board comprises 13 nominees, 92% independent, with diverse backgrounds (46% racially/ethnically diverse, 31% female, 62% born outside the US).

• Annual elections, majority voting standard, and regular board refreshment; five new independent directors since 2022.

• Board committees (Audit, Compensation, Finance, Governance) are fully independent and regularly refreshed.

• Board and committee self-evaluations conducted annually; committee chair tenure considered for rotation.