Cognizant Technology Solutions Corporation (CTSH)
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AGM 2021

Jun 1, 2021

Speaker 1

Good morning, and welcome to the 2021 Annual Meeting of Shareholders of Cognizant Technology Solutions Corporation. I'm John Kim, Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary of the company. I will be acting as Secretary of today's meeting. Joining me today is Brian Humphries, Executive Officer and Director of the company. Mr.

Humphries will be Chairman of this meeting. Before I turn the meeting over to Brian, I would like to remind you that some of the comments made on today's call and some of the responses to your questions may contain forward looking statements. These statements are subject to the risks and uncertainties described in the company's earnings releases and filings with the SEC. Additionally, in response to your questions, we may reference certain non GAAP financial measures that we believe provide useful information for our investors. Reconciliations of non GAAP financial measures where appropriate to the corresponding GAAP measures can be found in the company's own releases and other filings with the SEC.

I turn it over to Brian.

Speaker 2

Well, thank you, John, and good morning, everybody. Will the meeting please come to order? At this time, I'd like to introduce you to certain other officers and directors of the company. Let me first introduce the other directors of the company who are standing for reelection, all of whom are participating in the meeting via teleconference. They are Chairman of the Board, Michael Patzolas Fox Zane Abdallah Vinita Bali Maureen Brakeiron Evans, Archana Deskes, John Deneen, Leo McKay, Joe Valli and Sandra Winberg.

In addition to John Kim, we're also joined today by Jan Siegmund, our Chief Financial Officer. Before beginning today's official business, I'd like to reflect briefly on 2020 and then talk about how we're shaping our future to achieve Cognizant's full growth potential and reestablish the company as an industry leader. I've been in the CEO role now for 2 years. Over this period, the leadership team and I have been working diligently to execute a strategic repositioning of Cognizant toward the fastest growing segments of the IT services market. In 2020, we made considerable strategic, commercial and operational progress in this project, while striving to protect the health and well-being of our associates during the pandemic, maintaining business continuity for clients and supporting the efforts of governments globally to contain the spread of COVID-nineteen.

For 2020, our revenue was $16,700,000,000 roughly flat with the prior year. We returned approximately $2,100,000,000 to shareholders through share repurchases and dividend payments. The COVID era has tested the endurance, focus and resilience of our nearly 300,000 associates. Despite this stress, they performed admirably in serving our clients, meeting our delivery commitments, executing our strategy and supporting the communities in which we live and work. Their remarkable dedication has continued during the humanitarian crisis in India, home to more than 200,000 of our associates.

I believe our sustained momentum is testament to a stronger, more focused and confident cognizant. This morning, I'd like to talk about 2 important initiatives. First, how we're positioning the company for strategic and financial success and second, how we're living our company's purpose in a way that serves the interest of all our stakeholders. Let's start with the first initiative. We follow the principle that delighted clients feed the first line of the income statement.

While Cognizant has always been committed to our client success, we've intensified our client centricity, starting with our executive team. In 2020, our commercial focus drove bookings growth in the mid teens, which augurs well for growth acceleration in 2021. Clients' top priority today is creating better, more compelling experiences. Doing so is their chief source of differentiation and value creation. So they're turning to Cognizant for help orchestrating technology, data and design to make their employee and customer experiences more productive, intuitive, relevant and valuable.

We've aligned our business to deliver exceptional customer experiences created at the intersection of cloud and digital. Our actions and investments center on making Cognizant one of the largest beneficiaries of clients shifting from an industrial to software centric model and they're transforming the business and IT parallel architectures in parallel. To best position the company for sustained success, we're now several quarters into executing strategy with 4 related priorities: repositioning the Cognizant brand, utilizing the company, accelerating digital and increasing our client relevance. A quick word on each beginning with our brand. We aim to increase the stature of our brand and position Cognizant as a preeminent technology services leader with distinctive digital solutions and the talent to deliver transformative outcomes to clients.

Repositioning our brand will enable us to reach beyond the CIO office across the entire C suite as well as to the next generation of talent we want to attract to Cognizant. Building a stronger global brand is central to our 2nd priority, further globalizing the company. With about 75% of our annual revenue from North America, we have a substantial opportunity to diversify our revenue mix by scaling our business internationally. We're investing for growth in select countries. We're also drawing on a new team of international leaders who bring fresh thinking along with local expertise and business connections.

They position us for exponential growth in our international business. Globalizing Cognizant also means extending our global delivery network, whose major hub is in India, with a geographically diverse footprint, which aligns with our business evolution toward higher value client engagement models. Extending our global delivery network will ensure greater robustness and resilience in our capabilities, further industrialize and automate our distributed work models and provide more access to local talent. This brings me to our 3rd strategic priority, accelerating digital. The pandemic has accelerated clients' adoption of digital capabilities like cloud, software engineering, data modernization and AI.

In response, we're helping clients deploy a new business and technology stack to modernize their businesses so they can innovate faster, become more agile and stay relevant to their customers. To strengthen our ability to engineer modern business, we've invested about $1,600,000,000 in acquisitions since January 2020, all focused on extending our leadership positions in software engineering, data and AI, cloud and IoT. Our 4th strategic priority is to increase our relevance to clients by presenting a deeply informed point of view around their business challenges along with the technology solutions and partner orchestration required to solve them. We've been deepening our industry and sub industry knowledge to better serve their priorities. We're also drawing on a rich history in application and data services, the breadth of our skills and our ability to deliver industry specific solutions that leverage our partner ecosystem, which includes the world's leading hyperscale and software as a service companies.

Executed well, we believe this strategy will enable Cognizant to move into a new growth phase propelled by increased commercial momentum, portfolio focused on faster growing market and geographic segments and a stronger partner ecosystem. All of which leads me to our second topic, how we're living our purpose in a way that serves all of our stakeholders, including shareholders. Cognizant's purpose is to engineer modern businesses to improve everyday life. This statement defines what we stand for and reflects our understanding that the health of the environment and the welfare of our society must shape how we engineer businesses for the future. That's why we're pursuing an environmental, social, governance or ASG agenda that's deeply rooted in our deep sense of purpose and aimed at serving the interest of all our stakeholders.

Meeting our responsibilities to them starts with the safety and well-being of our associates, which we continue to prioritize. Cognizant has long been committed to social responsibility through our associates on thinning volunteer efforts across the world, as well as the focused work of our foundation. In February 2021, our company announced a 5 year $250,000,000 initiative to advance economic mobility, educational opportunity, diversity, equity and inclusion and health and well-being in communities around the world. 2 months ago, in response to the unfolding humanitarian crisis in India, we launched Operation C3, Cognizant Combat COVID-nineteen, to pull together all the resources available to us to support our associates in India, their dependence and their communities. In parallel, we made a multimillion dollar investment to assist India through the crisis, which includes funding the efforts of UNICEF in India to deploy oxygen generation plants, COVID diagnostic testing and medical supplies.

Within our own organization, we are intensifying our efforts to drive diversity and inclusion and a culture of belonging throughout Cognizant. We're expanding our sponsorship programs and hiring initiatives for underrepresented talent across leadership levels. Our improving hiring policies include a candidate pipeline initiative designed to ensure a more diverse interview slate at the vice president level and above. We're also quickly building a more diverse leadership pipeline through programs like PROPEL, our initiative focused on readying the company's next level of women leaders. We're on track to put 1,000 high performing women in leadership levels through Propel by the end of 2021.

We recognize how much we, along with enterprises everywhere, must evolve to become a sustainable business. To do so, we are focused on embedding ESG considerations into our thinking, decisions and actions. To mark our progress along this multiyear journey, we're making a series of announcements beginning today with the publication of the Cognizant 2020 ESG report. Available on our website, this report describes the actions we've taken, the outcomes we're seeking and our plan for making progress. In closing, we expect to emerge into a post COVID world as a stronger, more focused, disciplined, diverse and meritocratic company, and to move closer to realizing our vision of becoming the preeminent technology services partner to the Global 2000 C Suite.

I'm grateful to Cognizant associates around the world for putting their hearts into living client centricity and conducting themselves with the utmost professionalism under difficult conditions. I'm thrilled to be serving as Cognizant's CEO and deeply appreciative of the Board's total dedication to Cognizant's success. Thank you for the opportunity to earn your confidence and trust.

Speaker 1

Thank you, Brian. We will conduct a business portion of our meeting first, followed by a question and answer session. During the question and answer session, we will answer questions submitted during the meeting as time permits. The time is now 9:40 2 am on June 1, 2021, and the polls are now open for voting on all matters. I will now discuss some of the procedural matters in connection with this meeting.

The rules of conduct for the meeting have been posted in the virtual meeting website. We ask that you kindly abide by these guidelines so that we may have an orderly meeting. Today's meeting is being held pursuant to a notice included in the Cognizant proxy statement sent to Cognizant shareholders on or about April 21, 2021. The proof of mailing of this notice will be filed in the minutes of this meeting. The company has designated Tom Tye on behalf of Broadridge Financial Solutions Inc.

To serve as the Inspector of Election. The Inspector of Election has previously advised and the majority of the total outstanding shares are represented here today. The report of the Inspector election regarding the presence of a quorum at the meeting and its host of office will be filed within minutes of today's meeting. As we have quorum, we may now carry out the official business of the meeting. The Inspector of Election has a complete list of the holders of record of the outstanding shares of the company's Class A common stock on the close of business on April 5, 2021, the record date for this meeting, which will also be filed with the records of the company and is available for inspection by any shareholder.

I would now like to outline the voting procedures. Only Cognizant shareholders as of the record date for this annual meeting are entitled to vote. Shareholders who vote by proxy need not cast ballots in the voting today unless they wish to change their vote. If you have not yet submitted a proxy or you would like to change your vote and you are participating in the meeting via the virtual meeting web portal, you may do so now by clicking the Vote Here button on your screen. Once all items of business have been addressed and shareholders have been provided an opportunity to submit their votes online, the Chairman will close the polls for voting.

The preliminary vote totals will be outlined at the end of this meeting. The final vote totals will not be known until the inspective election certifies the tabulation after the meeting. Those final results will be reported by the company in a current report on Form 8 ks filed with the Securities and Exchange Commission within 4 business days following today's meeting. The guidelines for this annual meeting available on the web portal provides rules for presenters, including each present including that each presenter must limit the time of his or her presentation to 3 minutes and keep the substance of the presentation limited to the shareholder proposal being addressed. I will now cover the matters to be considered by shareholders at this meeting.

There are 4 matters to be considered by the shareholders at this meeting. The first voting item concerns the proposed election of the following 10 director nominees to serve until the 2022 Annual Meeting of Shareholders or until their respective successors have been duly elected or qualified: Zane Abdallah, Manita Bali, Maureen Braekiron Evans, Arkan Abezkes, John Deneen, Brian Humphries, Leo McKay, Michael Fossalas Fox, Joseph Belli, and Sandra Winder. Additional information about each nominee is contained in your proxy materials. The second item is an advisory vote on the company's The second item is an advisory vote on the company's executive compensation, whereby shareholders are asked to approve a non binding advisory resolution appearing on Page 30 of the company's proxy statement. The 3rd item is a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2021.

Neila Petrova of PwC is with us today and is available to respond to any questions you may have during the question and answer session. The 4th item, if properly presented at this meeting, is a shareholder proposal requesting that the Board of Directors take action as necessary to permit shareholder action by written consent. At this time, I'd like to invite John Chevedden, Oli's representative to present this proposal. I ask the operator to please open the line for the proponents.

Speaker 3

Hello, this is John Chibend. Can you hear me okay?

Speaker 1

We can hear you, John.

Speaker 3

Proposal 4, adopt a mainstream shareholder right written consent. Charles requested our Board of Directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. If you have voted against this proposal, please consider changing your vote before the polls close in a minute or 2. This proposal topic won 95% support at Dover Corporation and 79% support at Xerox. It is important to adopt this proposal to make up for our deeply flawed right to call a special shareholder meeting.

Cognizant is one of few companies that exclude 100% of shareholders who own their stock for less than 1 year from having any say in calling for a special shareholder meeting. Thus management is closing the opportunity door and any possibility that a group of investors might want to buy 10% of our stock and call it special meeting on emerging opportunity for our company that management capriciously wants to ignore. Management promotes the fallacy that shareholders should be restricted to only one formal means to raise an issue between annual meetings, the calling of a special shareholder meeting. The management now suspiciously claims it is more in favor of a special shareholder meeting at a time that shareholder meetings are losing their impact with the onslaught of online shareholder meetings. For instance, the 20 21 Kohl's Annual Meeting was wrapped up in 9 minutes.

Example of the dominance and control that management can now exert at an online shareholder meeting is AT and T, which would not even let shareholders speak at 2 consecutive online shareholder meetings. Our management is completely is apparently ignorant of the elementary fact that written consent can be structured so that all shareholders get advanced notice of a proposed action. Written consent is a super democratic process because if a Schrodler does not support the written consent topic, the Schrodler does not have to do anything and it counts as and against both. This is in contrast to the shareholder meeting today, where shareholder support or shareholder opposition counts for nothing unless a shareholder makes the effort to vote. The shareholders supporting written consent can only accomplish their objective if almost 60% of the shares that normally vote at our annual meeting give approval.

In resisting this proposal, management is opposed to listening to the voice of 60% of shares. Please vote yes, adopt a mainstream shareholder right written consent proposal for.

Speaker 1

Great. Thank you, John. I would like to note that the Board of Directors has recommended that shareholders vote against the shareholder proposal for the reasons set forth in the company's proxy statement. That concludes all items on the agenda for shareholder action at the meeting. Any shareholder who has not yet voted or who wishes to change their vote should do so now by clicking on the Vote Here button on the web portal and following the instructions provided.

Shareholders who have sent in proxies or voted via the telephone or Internet and do not wish to change their vote do not need to take any further action. We will pause for a minute to allow shareholders to submit their votes. The time is now 9:52 am and the polls are now closed. We've received a preliminary report of the results of voting from the Inspector of Election. The report of the Inspector of Election indicates that each of Zane Abdallah, Anita Volley, Marine Brakeiron Evans, Arkana Deskes, John Deneen, Brian Humphries, Leo McKay, Michael Talas Fox, Joseph Belli, Nisandra Winberg have been duly elected as directors of the company to serve into the 2022 Annual Meeting of Shareholders.

The shareholders have approved on an advisory basis. The company's executive compensation is disclosed in the company's proxy statement. The shareholders are ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2021. The shareholders have rejected the shareholder proposal requesting that the Board of Directors take action as necessary to permit shareholder action by written consent. As there is no further business, the business portion of the meeting is now adjourned.

We will now begin the question and answer session. For those of you participating via the portal, you can submit a question by typing a question in the Ask a Question field on your screen and clicking submit. Please note, we will answer as many questions as time permits. In accordance with the rules of conduct of the meeting, we ask that you limit your questions to matters relevant to the business of the company. I refer to the first question.

What type of businesses might Cognizant acquire in the next 12 months? I direct this question to Brian.

Speaker 2

Well, we will continue to use M and A as a means to facilitate our strategy and that strategy orients itself to enable us to accelerate our position in digital and to take advantage of the tremendous opportunity that exists internationally. And so should we do M and A, which we intend to in line with our capital allocation priorities, would be against the backdrop of further building out our capabilities in digital and internationally.

Speaker 1

Thank you, Brian. The second question, how many years have we had the same audit managing partner? I direct this question to Mila Petrova.

Speaker 4

Yes. We at PwC follow the regulatory requirements, which requires to rotate the lead audit partner every 5 years. And I have completed 2 years as the signing partner on Cognizant.

Speaker 1

Thank you. Next question. Have the metrics for CEO intensive pay changed in the past 12 months due to COVID or other causes? I direct this question to Leo, the Chairman of our Compensation Committee. Good morning.

In light of

Speaker 5

the unanticipated business impact of COVID in July 2020, the compensation committee updated the annual incentive to be based on a combination of Q1 actuals versus original pre COVID targets and Q2 to Q4 actuals versus revised targets accounting for revised company expectations, but with overall award payout capped at 85% of the original target and the team did hit that cap. As to PSUs in our long range compensation that was not changed or revised in any way.

Speaker 1

Thanks. Thank you, Liam. The next question is from Carpenter Funds. We believe that company's executive compensation plan should drive the successful execution of the Board's long term strategic business plan. Today's public company executive compensation plans are largely formulaic peer related plans with simplistic annual say on pay voting reinforcing plan homogeneity.

Could the Chairman or the Compensation Committee Chair speak to how recent executive compensation plan changes will focus company executives on executing the new long term strategic business plan? I direct this question to Leah, Chairman of our Compensation Committee.

Speaker 2

Thank you.

Speaker 5

We had a comprehensive shareholder engagement plan in the fall of 2019 and subsequent to that in 2020 executive compensation structure was revised and we feel these changes align our executive compensation to our company's growth strategy as well as being responsive to our growth strategy. Day sales outstanding was eliminated as a criteria with revenue being an increased focus. Our corporate leadership annual incentive is now based 60% on revenue and 40% on adjusted income from operation. And our business unit leadership annual compensation is now based 6% on business unit revenue and adjusted income from operations and 40 percent on overall company revenue and adjusted income from operation, making outcomes based more on individual performance at that level. Our PSU structure was also changed to better align with our growth strategy and to incorporate shareholder feedback.

We went to a 3 year performance period versus 2 year and the revenue metric is now twice the profitability metric, which was adjusted EPS on a relative basis versus being equal formally. Relative TSR has been added as a metric and that metric is capped at 100% payout as absolute TSR is negative. More details can be found in the proxy statement and I would direct you there. Thank you.

Speaker 1

Thank you, Leah. We have reached the end of our scheduled time for Q and A. As we receive more questions than we are able to get to during the session, we will be posting the remaining questions and answers from the Board members or management as applicable on our Investor Relations website in the next few days. Mr. Chairman, that concludes our question and answer session.

Speaker 2

Well, thank you, John, and thank you to all of our shareholders for attending today's meeting. The conference is now concluded, and you may disconnect.

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