Kyndryl (KD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 30, 2026, will be held virtually to maximize shareholder participation and reduce costs.

• Shareholders of record as of June 3, 2026, are eligible to vote on key proposals, including director elections, executive compensation, equity plan amendments, and auditor ratification.

• Strategic focus remains on IT modernization, alliances, advanced delivery, and operational streamlining, with $15.1 billion in fiscal 2026 revenue and $2.6 billion in cash.

• Leadership transitions occurred in the executive team, with interim appointments for CFO and General Counsel roles.

Voting matters and shareholder proposals

• Election of six director nominees for one-year terms.

• Advisory, non-binding vote on executive compensation (Say-on-Pay).

• Approval of the Amended and Restated 2021 Long-Term Performance Plan, increasing share authorization by 7.6 million shares.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2027.

Board of directors and corporate governance

• Board consists of 10 members, 90% independent, with 100% committee independence.

• Annual election of directors, with full declassification to be completed by 2027.

• Lead Independent Director has robust responsibilities; board and committee self-evaluations are conducted annually.

• Board diversity: 30% gender diverse, 40% racially/ethnically diverse, 30% non-U.S. citizens.

• Proxy access, majority voting, no supermajority provisions, and no stockholder rights plan.