Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. Frank 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 connection with his retirement. Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders (the "Annual Meeting") on Tuesday, June 1, 2021. At the close of business on April 5, 2021, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the "Record Date"), there were 528,532,227 shares of the Company's Class A Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 475,987,757 shares of Class A Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 90% of the Company's outstanding shares of Class A Common Stock as of the Record Date.

The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2021.

At the Annual Meeting, all of the directors were re-elected, Proposals 2 and 3 were approved and Proposal 4 was not approved.

Proposal 1. Election of Directors

The vote with respect to the election of directors was as follows:


                                                                               Broker
                                For            Against         Abstain       Non-Votes
       Zein Abdalla         445,129,085       4,485,768        209,188       26,163,716
       Vinita Bali          440,637,940       8,992,233        193,868       26,163,716
 Maureen Breakiron-Evans    437,157,736       12,462,158       204,147       26,163,716
      Archana Deskus        441,944,086       7,671,032        208,923       26,163,716
      John M. Dineen        447,281,909       2,330,985        211,147       26,163,716
     Brian Humphries        449,250,382        368,120         205,539       26,163,716
    Leo S. Mackay, Jr.      434,364,889       15,256,113       203,039       26,163,716
   Michael Patsalos-Fox     418,668,299       30,939,220       216,522       26,163,716
     Joseph M. Velli        438,027,964       11,589,634       206,443       26,163,716
    Sandra S. Wijnberg      445,687,380       3,928,885        207,776       26,163,716


Proposal 2. Advisory Vote on Executive Compensation (Say-on-Pay)



The advisory vote on the compensation of the Company's named executive officers
was as follows:
     For            Against         Abstain        Broker Non-Votes
 412,250,582       36,779,991       793,468           26,163,716


Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm

The vote with respect to the ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 was as follows:


     For            Against         Abstain        Broker Non-Votes
 445,909,301       29,914,258       164,198               -


--------------------------------------------------------------------------------

Proposal 4. Shareholder Proposal Regarding Shareholder Action by Written Consent

The vote with respect to the shareholder proposal requesting that the board of directors take action as necessary to permit shareholder action by written consent was as follows:


     For             Against         Abstain        Broker Non-Votes
  82,027,242       366,575,351      1,221,448          26,163,716









--------------------------------------------------------------------------------

© Edgar Online, source Glimpses