SECURITIES AND EXCHANGE COMMISSION
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31, 2023
Cognizant Technology Solutions Corporation
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
300 Frank W. Burr Blvd.
Teaneck, New Jersey 07666
(Address of Principal Executive Offices including Zip Code)
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|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|
Class A Common Stock,
$0.01 par value per share
|CTSH||The Nasdaq Stock Market LLC|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).
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.
This Form 8-K/A amends the Form 8-K filed by Cognizant Technology Solutions Corporation (the “Company”) on March 31, 2023 (the “Original Filing”) related to the appointment of Abraham “Bram” Schot to the Company’s Board of Directors (the “Board”) effective April 3, 2023; such disclosure is incorporated herein by reference in its entirety. At the time of the Original Filing, Mr. Schot’s Board committee assignments had not been determined. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the sole purpose of this amendment is to disclose committee assignments for Mr. Schot. On May 17, 2023, the Board appointed Mr. Schot to serve on the Board’s Finance and Strategy Committee, effective immediately. No other changes have been made to the Original Report.
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.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
|/s/ John Kim|
Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary
Date: May 19, 2023