UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 | ||
| FORM 8-K | ||
|
CURRENT REPORT
Date of report (Date of earliest event reported): July 30, 2026 | ||
| Kyndryl Holdings, Inc. (Exact name of registrant as specified in its charter) | ||
| Delaware (State or other jurisdiction of incorporation) | 001-40853 (Commission File Number) | 86-1185492 (I.R.S. Employer Identification No.) |
One Vanderbilt Avenue, 15th Floor
New York, New York 10017
(Address of principal executive offices, and Zip Code)
855-596-3795
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | KD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 30, 2026, Kyndryl Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Amended and Restated Kyndryl 2021 Long-Term Performance Plan (the “Amended Plan”), which increased the number of shares of the Company’s common stock, par value $0.01 per share, issuable under the Amended Plan by 7,600,000 shares. The material terms of the Amended Plan are described in the section entitled “Proposal 3 – Approval of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan” on pages 84 through 89 of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 16, 2026 (the “2026 Proxy Statement”) in connection with the Annual Meeting, which description is incorporated herein by reference.
The Amended Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Company’s stockholders: (1) elected the persons listed below to serve as directors; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; (3) approved the Amended Plan; and (4) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. Each of these proposals is described in greater detail in the 2026 Proxy Statement. Set forth below are the voting results for these proposals.
Proposal 1—Election of Directors
Each director nominee received the support of approximately 90% of the votes cast:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| John D. Harris II | 131,463,668 | 14,889,234 | 496,108 | 34,094,713 | ||||
| Janina Kugel | 133,068,451 | 13,327,286 | 426,273 | 34,094,713 | ||||
| Denis Machuel | 133,130,682 | 13,239,670 | 451,658 | 34,094,713 | ||||
| Rahul N. Merchant | 133,029,286 | 13,303,098 | 489,626 | 34,094,713 | ||||
| Jana Schreuder | 132,813,978 | 13,610,953 | 397,079 | 34,094,713 | ||||
| Howard I. Ungerleider | 132,723,237 | 13,670,696 | 428,077 | 34,094,713 |
Proposal 2—Advisory Vote to Approve Executive Compensation
75% of the votes present and entitled to vote approved the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 110,385,733 | 35,738,773 | 697,504 | 34,094,713 |
Proposal 3—Approval of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan
94% of the votes present and entitled to vote approved the Amended and Restated Kyndryl 2021 Long-Term Performance Plan:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 139,325,459 | 6,784,271 | 712,280 | 34,094,713 |
Proposal 4—Ratification of the Appointment of the Independent Registered Public Accounting Firm
97% of the votes present and entitled to vote ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027:
| Votes For | Votes Against | Abstentions | ||
| 176,123,580 | 4,164,302 | 628,841 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amended and Restated Kyndryl 2021 Long-Term Performance Plan | |
| 104 | Cover Page Interactive Data File (embedded in the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2026
| KYNDRYL HOLDINGS, INC. | |||
| By: | /s/ Ann Schlaffman | ||
| Name: | Ann Schlaffman | ||
| Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | ||