BA BRIEFING·
Cognizant Technology Solutions Corp (CTSH) 2026 Annual Meeting
13 directors up · 4 in watch zone · 4 proposals · Uncontested
$25.5B mkt cap · 1Y TSR -31.9% · Board C-
Director Elections (13) · 12 of 13 scored by BA forecast
Election Outlook
Most directors look set to be re-elected without meaningful dissent — 8 of 12 scored nominees are rated Healthy. 4 are flagged for elevated vote pressure; the most-loaded are Leo S. Mackay, Jr. (prior 88.5%, forecast Material), Vinita Bali (prior 97.2%, forecast Elevated), and Sandra S. Wijnberg (prior 96.1%, forecast Elevated), with 1 other(s) in the table below.
| Nominee | Forecast | Background |
|---|---|---|
Independent | WATCH Prior 94.8% 70808793100 | Former President and CEO of PepsiCo Europe with extensive experience in leading large-scale operations at a Fortune 50 company. |
Independent | ELEVATED Prior 97.2% 70808793100 | Former CEO of Britannia Industries and VP at The Coca-Cola Company, with over three decades of experience in multinational leadership roles. |
Independent | HEALTHY Prior 99.7% 70808793100 | Former EVP and CFO of Enphase Energy with experience in finance, accounting, and M&A execution across the energy and technology sectors. |
Independent | HEALTHY Prior 99.7% 70808793100 | Chief Technology Officer at PayPal since 2022, previously held senior technology roles at Intel, Hewlett Packard, and Baker Hughes. |
Independent | HEALTHY Prior 99.9% 70808793100 | Former President and CEO of GE Healthcare from 2008 to 2014, overseeing an $18 billion annual revenue enterprise. |
Not independent | HEALTHY Prior 99.9% 70808793100 | Ravi Kumar Singisetti was President of Infosys from January 2016 to October 2022, leading the Global Services Organization and serving as Chairman of various subsidiaries. |
Independent | MATERIAL Prior 88.5% 70808793100 | Senior Vice President of Ethics and Enterprise Assurance at Lockheed Martin since 2018, with prior roles including Chief Audit Executive and Vice President of Corporate Business Development. |
Independent | HEALTHY Prior 97.6% 70808793100 | Former CEO of Stroz Friedberg and Vidyo, and served as Chair of Cognizant's Board from September 2018 to January 2023. |
Independent | HEALTHY Prior 97.9% 70808793100 | Former Group Chief Executive of Accenture North America and CEO of GTY Technology Holdings. |
Independent | — | Former Chairman and CEO of Audi AG with over three decades of experience in the automotive industry, including roles at DaimlerChrysler, Mercedes-Benz, and Volkswagen Group. |
Independent | HEALTHY Prior 99.7% 70808793100 | Karima Silvent has over two decades of human resources and talent management experience and currently serves as Deputy General Secretary and CHRO at AXA. |
Independent | HEALTHY Prior 99.7% 70808793100 | Former CEO of ConvergEx Group with extensive M&A experience and leadership in global technology and financial services. |
Independent | ELEVATED Prior 96.1% 70808793100 | Former CFO of Marsh & McLennan Companies and CAO of Aquiline Holdings, with expertise in managing large global professional services and private equity. |
Proposals on the Ballot (4)
| #1 | Election of 13 director nominees Filed by the board · Board recommends For Elect 13 directors to serve until the 2027 annual meeting. |
| #2 | Advisory vote to approve executive compensation (say-on-pay Filed by the board · Board recommends For Non-binding advisory vote to approve the compensation of the company's named executive officers. 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 Filed by the board · Board recommends For Ratify 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 Filed by a shareholder · Board recommends Against Shareholder proposal requesting that the Board adopt a policy permitting shareholders to act by written consent without unnecessary restrictions. |
Top institutional holders · as of Mar 31, 2026
| Holder | % of shares | Position value |
|---|---|---|
| VANGUARD CAPITAL MANAGEMENT LLC | 6.56% | $1.91B |
| VANGUARD PORTFOLIO MANAGEMENT LLC | 5.52% | $1.60B |
| STATE STREET CORP | 5.10% | $1.48B |
| PZENA INVESTMENT MANAGEMENT LLC | 4.24% | $1.23B |
| BlackRock, Inc. | 4.11% | $1.19B |
| DODGE COX | 3.01% | $876M |
| GEODE CAPITAL MANAGEMENT, LLC | 2.79% | $811M |
| BlackRock, Inc. | 2.16% | $627M |
| Capital Research Global Investors | 2.01% | $583M |
| MORGAN STANLEY | 1.43% | $417M |
Source: SEC 13F filings (latest quarter). Position value is the holder’s reported aggregate value at the as-of date.
Recent key filings
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
« Back to Shareholder Meeting Calendar
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 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 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. The full slate appears in the 'Director Nominees' table on this page, with independence designations and a structured indexable summary.
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. The full list with proposed-by tags and management recommendations appears in the 'Proposals on the Ballot' section on this page.
Are any directors at risk at Cognizant Technology Solutions Corp's 2026 annual meeting?
The Boardroom Alpha Director-Vote Forecast flags 4 of 12 scored nominees as facing elevated vote pressure at the Cognizant Technology Solutions Corp 2026 meeting: Zein Abdalla, Vinita Bali, Leo S. Mackay, Jr., Sandra S. Wijnberg. The most-loaded nominee is Leo S. Mackay, Jr. (forecast band: material). Prior support: 88.5%. See the 'Director Nominees' table for the per-director forecast bar and prior support.
Where do I find the original proxy filing?
The 'View proxy' link at the top of this page opens the original SEC DEF 14A (or amended) filing for the Cognizant Technology Solutions Corp 2026 meeting in the Boardroom Alpha filing viewer.
Last updated: