Independent
Tenure on this board
11.5 yrs
Meeting calendar
CTSH · Annual meeting · Tuesday, June 2, 2026
Cognizant Technology Solutions Corp
13 nominees · 4 ballot items.
Election of 13 directors; advisory approval of executive compensation (say-on-pay); ratification of appointment of PricewaterhouseCoopers LLP as independent auditor; shareholder proposal to adopt shareholder right to act by written consent.
Market cap
$20.5B
1Y TSR
-42.3%
Board grade
C-
Record date
Apr 6, 2026
Filing
DEF 14A
Meeting concluded · Jun 2, 2026
Follow how the vote landed and what changed on Cognizant Technology Solutions Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of 13 director nominees
ManagementBoard: FORElect 13 directors to serve until the 2027 annual meeting.
- 2
Advisory vote to approve executive compensation (say-on-pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the company's named executive officers.
More detail
The proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy and program. The Compensation Committee emphasizes a pay-for-performance structure with high weighting on performance stock units and alignment to strategic priorities including AI initiatives, with historical strong shareholder support (92-94%). The company uses relative performance measures (peer revenue growth, TSR) and absolute metrics (adjusted EPS) for PSUs, and ACI tied to revenue, adjusted operating margin and strategic initiatives. The board recommends for because the program incentivizes long-term growth, aligns executives with shareholders via stock ownership guidelines and clawback policies, and reflects shareholder feedback in recent design changes to PSUs. Potential governance context includes significant shareholder engagement and prior high say-on-pay votes, plus use of independent consultant and peer benchmarking to set targets.
- 3
Ratification of appointment of independent registered public accounting firm
ManagementBoard: FORRatify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
- 4
Adopt shareholder right to act by written consent
Shareholder — John CheveddenBoard: AGAINSTShareholder proposal requesting that the Board adopt a policy permitting shareholders to act by written consent without unnecessary restrictions.
Director elections
Nominees on the ballot13
Independent
Tenure on this board
6.4 yrs
Independent
Tenure on this board
3.4 yrs
Also a director at
Symbotic Inc (SYM)Quantinuum Inc (QNT)
Independent
Tenure on this board
6.4 yrs
Also a director at
East West Bancorp Inc (EWBC)Global Payments Inc (GPN)
Independent
Tenure on this board
9.5 yrs
Also a director at
Lam Research Corp (LRCX)
Not independent
Tenure on this board
3.5 yrs
Also a director at
Transunion (TRU)
Independent
Tenure on this board
14.5 yrs
Also a director at
Ameren Corp (AEE)
Independent
Tenure on this board
14.5 yrs
Independent
Tenure on this board
4.4 yrs
Independent
Tenure on this board
3.3 yrs
Independent
Tenure on this board
2.0 yrs
Independent
Tenure on this board
8.6 yrs
Also a director at
Paychex Inc (PAYX)
Independent
Tenure on this board
7.0 yrs
Also a director at
Automatic Data Processing Inc (ADP)Price T Rowe Group Inc (TROW)Hippo Holdings Inc (HIPO)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 31,078,283 | $1.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 26,158,845 | $1.6B |
| 3 | STATE STREET CORP | 5.1% | 24,167,394 | $1.5B |
| 4 | PZENA INVESTMENT MANAGEMENT LLC | 4.2% | 20,069,587 | $1.2B |
| 5 | BlackRock, Inc. | 4.1% | 19,473,667 | $1.2B |
| 6 | DODGE COX | 3.0% | 14,272,907 | $876M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 13,218,519 | $811M |
| 8 | BlackRock, Inc. | 2.2% | 10,224,009 | $627M |
| 9 | Capital Research Global Investors | 2.0% | 9,510,905 | $583M |
| 10 | MORGAN STANLEY | 1.4% | 6,794,376 | $417M |
Peers
Nearest market capOther Technology sector meetings6
Upcoming shareholder meetings at Cognizant Technology Solutions Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Nextpower IncNXT
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Dynatrace IncDT
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Allegro Microsystems IncALGM
Annual meeting·Aug 5, 2026·$9.3B
Qorvo IncQRVO
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Cirrus Logic IncCRUS
Annual meeting·Jul 31, 2026·$7.0B
Reference
Frequently asked questions
- When is the Cognizant Technology Solutions Corp 2026 annual meeting?
- Cognizant Technology Solutions Corp (CTSH) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.
- What is the record date for the Cognizant Technology Solutions Corp 2026 meeting?
- The record date for the Cognizant Technology Solutions Corp 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Cognizant Technology Solutions Corp's 2026 meeting?
- The board is presenting 13 director nominees at the Cognizant Technology Solutions Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Cognizant Technology Solutions Corp 2026 meeting?
- Shareholders will vote on 4 proposals at the Cognizant Technology Solutions Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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