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AI English summary of an SEC filing — figures as filed

Cognizant logoCognizant CTSH

The company said it held its annual meeting of shareholders on June 4, 2024. As of the record date of April 8, 2024, 458,719,479 of the 497,198,884 shares of Class A Common Stock entitled to vote were present or represented by proxy, or approximately 92%.

8-KSubmission of Matters to a Vote of Security HoldersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said it held its annual meeting of shareholders on June 4, 2024. As of the record date of April 8, 2024, 458,719,479 of the 497,198,884 shares of Class A Common Stock entitled to vote were present or represented by proxy, or approximately 92%.

  2. The company said shareholders approved Proposal 3, an amendment and restatement of its certificate of incorporation. The proposal received 363,414,827 votes for and 63,311,688 votes against. The amended certificate took effect immediately upon its filing with the Delaware Secretary of State on June 4, 2024.

  3. The company said the amendment limits the liability of certain officers as permitted by Delaware law, removes or revises obsolete provisions on board classification, and includes other technical and administrative revisions.

  4. The company said shareholders approved the advisory vote on executive compensation (Proposal 2) with 393,682,093 votes for and 33,132,503 against. It said the shareholder proposal (Proposal 5) was not approved, with 6,426,249 votes for and 418,486,401 against.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Annual Meeting Held and Shareholder Voting Participation

The company said it held its annual meeting of shareholders on June 4, 2024. As of the record date of April 8, 2024, 458,719,479 of the 497,198,884 shares of Class A Common Stock entitled to vote were present or represented by proxy, or approximately 92%.

Source · Based on the filing body and exhibits

Charter Amendment and Restatement Approved as Proposal 3

The company said shareholders approved Proposal 3, an amendment and restatement of its certificate of incorporation. The proposal received 363,414,827 votes for and 63,311,688 votes against. The amended certificate took effect immediately upon its filing with the Delaware Secretary of State on June 4, 2024.

Source · Based on the filing body and exhibits

Contents of Charter Amendment: Officer Liability Limits and Board Provisions

The company said the amendment limits the liability of certain officers as permitted by Delaware law, removes or revises obsolete provisions on board classification, and includes other technical and administrative revisions.

Source · Based on the filing body and exhibits

Say-on-Pay Approved and Shareholder Proposal 5 Not Approved

The company said shareholders approved the advisory vote on executive compensation (Proposal 2) with 393,682,093 votes for and 33,132,503 against. It said the shareholder proposal (Proposal 5) was not approved, with 6,426,249 votes for and 418,486,401 against.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.