Good morning and welcome to the 2019 Annual Meeting of Shareholders of Cognizant Technology Solutions Corporation. I am Matt Friedrich, Executive Vice President, General Counsel and Secretary of the company. I will be acting as secretary of today's meeting. Joining me today is Brian Humphries, Director and Chief Executive Officer of the company. Mr.
Humphries will be the 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 response to your questions may contain forward looking statements. These statements are subject to the risks and uncertainties described in the company's earnings release 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 earnings releases and other filings with the SEC.
Well, thank you, Matt, and good morning, everybody. Will the meeting please come to order? This is my first annual meeting as Cognizant's Chief Executive Officer, and I'm excited to be leading this remarkable company. Additionally, we are excited to be hosting our first ever virtual meeting. We believe virtual meeting technology provides expanded shareholder access while providing you, our shareholders, with the same rights and opportunities to participate as you would have in an in person meeting.
At this time, I would like to introduce you to certain other officers participating in the meeting via teleconference. They are Chairman of the Board, Michael Pistolas Fox Zane Abdallah Maureen Braekiron Evans Jonathan Chatwick John Denine Francisco D'Souza, John Fox, John Klein, Leo McKay and Joseph Veli. In addition to Matt, we are also joined today by Karen McLaughlin, our Chief Financial Officer. Before we begin today's official business, I would like to take a moment to reflect on my 1st few months with Cognizant. I'm delighted to have the opportunity to lead this great company.
I will be focused on our clients, our associates and on creating a sustainable total shareholder return. Since moving into my role 2 months ago, I've been busy digging into every part of the business to fully understand our strategy, market structures, competitive dynamics, client buying behavior and the engagement levels and collaboration of our teams. I've traveled across 3 continents to listen directly to our clients and partners, And I've conducted more than 50 deep dives into our industries, lines of service and regions. And I've met with our entire global executive leadership team and talked to hundreds of our associates in person. One of the things that first drew me to Cognizant is our large addressable market opportunity.
The rate of digitization across industries creates a significant opportunity for us to have clients recognize digital as both an opportunity and a threat. We built leadership positions in many industry verticals and strong client relationships where we can upsell and cross sell our lines of service. We have an opportunity to further diversify our client base. And on a geographic basis, there is a huge opportunity outside of North America with our global growth markets currently accounting for just over a quarter of our total revenues. I'm confident that we have the right strategy and portfolio of services and solutions to capture this market opportunity.
And we will invest further to attract new clients and accelerate our revenue growth. As we said about accelerating our revenue momentum, we will also improve our cost structure as a means to invest in growth. To do so, we will better align our costs with the strategic priorities of our business and our market opportunities and avoid unnecessary overhead. This will enable us to differentiate between investments and costs to free up more dollars to invest in revenue growth. To capture the substantial market opportunity in front of us, we've been focusing our investments on 7 advanced capabilities that our clients need to become fully digital businesses.
These capabilities include artificial intelligence and analytics, digital engineering and the Internet of Things. But rather than list all 7, I can summarize the distinctive value they provide to our clients. We're able to help them deepen the connections between their offerings and their customers, design and deliver world class experiences, take their operational performance to the next level by reducing inefficiencies and increasing accuracy, rapidly build new generations of software products and experiences, and drive physical and digital convergence across their processes, products and people. The core of our strategy is about helping our customers be successful in a digital world, position the company to seize our growth and margin opportunities, have also already launched 6 work streams that focus on the following areas. First, our operating model to set role clarity and decision rights among our verticals, regions and lines of service and to ensure a clear accountability model that drives a culture that is both empowered and performance oriented.
2nd, our sales model, including how we segment customers and align sales coverage and establish sales performance metrics and more leveraged commission plans. 3rd, the must win battles in our digital strategy as well as the practical matters of ensuring our pivot to digital will be successful via structural leadership and compensation actions. 4th, our delivery model, particularly around lowering the cost of delivery through pyramid actions, tooling and automation and optimizing the mix among our delivery locations. A 5th work stream is focused on ensuring we are fit for growth, by which I mean establishing a healthy cost structure that allows us to be competitive, whilst enabling us to make investments that create value for our clients, thereby facilitating improved revenue momentum. And 6th, acknowledging people are at the heart of everything.
Have a work stream focused on our leadership and culture, emphasizing rigorous data driven talent management, succession planning and leadership attraction and development. I'm delighted to lead a company that is also a powerful force for the positive role technology can play in society and that serves many communities in which we operate. We do so through the work of our foundations in the U. S. And India, our global investments in STEM Education, Cognizant Outreach, our associate led volunteer organization, as well as our efforts to improve our environmental performance through programs such as Cognizant Go Green.
In short, we will be a company that does well by doing good. Now when a new CEO joins the company, some reshaping of the leadership team is inevitable. We will work to ensure that we have the most experienced, deeply knowledgeable and accountable team to serve our clients and take this company forward. I'm confident that if we execute our strategy well and delight our customers, we will position Cognizant for improved shareholder value creation and long term success. As I go about that mission, I'm grateful for the support I've received from the Board of Directors.
I thank them for choosing me to lead Cognizant and for their assistance as I'm getting up to speed. The strength and commitment of the Cognizant Board is a key asset for me and for all employees, customers and Indeed shareholders. Our directors are totally dedicated to Cognizant's success. In closing, I'm thrilled to be serving as Cognizant's CEO. Thank you for the opportunity to earn your confidence and trust.
I will now turn the meeting over to Matt for the business portion of of the meeting.
Thank you, Brian. We will conduct the business portion of our meeting first, followed by a question and answer session. The time is now 9:41 am on June 4, 2019, 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 to 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 and sent to Cognizant shareholders on or about April 18, 2019. The proof of mailing of this notice will be filed with the minutes of this meeting. The company has designated Tom Teague on behalf of Broadridge Financial Solutions Incorporated to serve as the Inspector of Election. The Inspector of Election has previously advised that a majority of the total outstanding shares are represented here today.
The report of the Inspector of Election regarding the presence of a quorum at the meeting and his oath of office will be filed with the minutes of today's meeting. As we have a 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 8, 2019, 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 voted 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, but the final vote totals will not be known until the Inspector of 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 provide rules for presenters, including 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 5 matters to be considered by the shareholders. A, the first voting item concerns the proposed election of the 11 director nominees to serve until the 2020 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified.
Zane Abdallah, Marine Brecon Evans, Jonathan Chadwick, John Dineen, Francisco D'Souza, John Fox, Brian Humphries, John Klein, Leo McKay, Michael Patellis Fox, Joseph Veli. Additional information about each nominee is contained in your proxy materials. The second item is an advisory vote on the company's executive compensation in which shareholders are asked to approve a non binding advisory resolution appearing on Page 29 of the company's proxy statement. C, the third item is a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent public accounting firm for the fiscal year ending December 31, 2019. Mila Petrova of PwC is with us today and is available to respond to any questions you may have during the question and answer session.
D, the 4th item, if properly presented at this meeting, is a shareholder proposal requesting that the company provide a report disclosing its political spending and related company policies. At this time, I would like to invite Mr. James McRitchie and Ms. Myra Young or their delegate John M. Chiveden or other representative to present this proposal.
I will now ask the operator to please open the line for the proponent.
Hello. This is John Chiveden. Can you hear me?
Yes, sir.
Yes. This is proposal 4 for the 1st annual computer screen meeting to snub shareholders by a new CEO when we could have had a hybrid meeting.
I'm sorry, sir, you're out of order and this is time to hear your proposal. So operator, can you please mute the line? Let me again repeat. The time is now for the proponent to present the shareholder proposal regarding a report disclosing its political spending and related company policies. Mr.
Chevedden, I will now give you a chance to present your proposal on the topic that I have listed. Can you please present the proposal within the rules of the meeting as previously described?
Proposal 4, enhance election related disclosures. Shareholders request that our company provide a report disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election by disclosing contributions used in the manner described above, including the identity of the recipient well as the amount paid to each recipient and the titles of the company employees responsible for the decision making. The report should be posted on the company website within 12 months from the date of the annual meeting. Relying on publicly available data does not provide a complete picture of our company's electoral spending. For example, the payments made by our company to trade associations that may be used for election related activities are undisclosed and unknown.
This proposal asks the company to disclose all of its electoral spending, including payments to trade associations and other tax exempt organizations, which may be used for electoral purposes. This would bring our company in line with a growing number of leading companies, including Best Buy, Target and Nordstrom's, which present this information on their websites. It is especially important to improve political disclosure to help make up for our directors taking away an important shareholder right, the right to an in person annual meeting. Not permitting an in person annual meeting sends a message that our directors consider in person contact with shareholders a nuisance. An obligation for management to explain management's successes and failures during the past year before a live audience is a powerful incentive for good management.
Operator, can you please mute the line? Mr. Chibetin, we have chosen to mute your line because you have twice gone off subject to this, to the proposal that is contained in the proxy. The meeting rules have been previously announced. They have provided that proponents are to stick to the subject matter of the proposal that has been noticed.
You have twice gone outside of the scope of that proposal. However, for the purposes of this meeting, we will treat your proposal as being submitted. 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. The final item, if properly presented at this meeting, is a shareholder proposal requesting that the Board of Directors adopt a policy and amend the company's governing documents to require that the Chairman of the Board be an independent director. At this time, I would like to invite Mr.
John Chvedden or his representative to present this proposal. I remind you to stay within the topic noticed for this proposal only. I ask the operator to please open the line for the proponent.
This is John Chividend. Can you hear me?
Yes, sir.
This is Proposal 5, Independent Board Chairman. Shareholders request that our Board of Directors adopt the policy to require that Chairman of the Board be an independent member of the Board. This proposal won 50% plus support at 5 major U. S. Companies in a single year, including 73% support at Netflix.
These 5 majority votes would have been still higher if more shareholders had access to independent proxy voting advice. This proposal deserves added attention since the stock price has fallen from $77 to $60 in the past year. Unfortunately, the company has a fallacious response to this proposal. The company response says that since the company has some good practices, shareholders should take a blind eye to any improvement. Not only proposals such as this have played a key role in improving the governance of our company.
After receiving shareholder proposals, Cognizant eliminated a 67% shareholder vote requirement on certain important issues and adopted an improved right for shareholders to call for a special meeting. Please vote yes, Independent Board Chairman, Proposal 5. And I object to the company not allowing the supporting statement we read on Proposal 4. The company should have
Thank you. 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 the shareholder action at this 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 further action.
We will pause for 1 minute to allow shareholders to submit their votes. The time is now 9:54 am on June 4, 2019 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, Marine Break Iron Evans, Jonathan Chadwick, John Deneen, Francisco D'Souza, John Fox, Brian Humphries, John Klein, Leo McKay Jr, Michael Patellis Fox and Joseph Belli have been duly elected as Directors of the company to serve until the 2020 Annual Meeting of Shareholders. The shareholders have approved on an advisory basis the company's executive compensation as disclosed in the company's proxy statement.
The shareholders have ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal 2019. The shareholders have approved the shareholder proposal requesting that the company provide a report disclosing its political spending and related company policies and the shareholders have rejected the shareholder proposal requesting that the Board of Directors adopt a policy and amend the company's governing documents to require that the Chairman of the Board be an independent director. 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 web portal, you can submit a question by typing a question in the Ask the Question field in your screen and clicking Submit.
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. The first question that we have is and Brian, if let me suggest that you take this. The question is why not a hybrid meeting?
Well, thank you, Matt, and thank you for the question. I would start by saying, first of all, we are excited to host our very first virtual meeting. We've historically had a very low level of attendance at our in person meetings. So we believe the virtual meeting format provides us with a greater opportunity to let shareholders participate in the Annual General Meeting and eliminates the unnecessary cost of an in person meeting. I would add additionally that the attendance at today's meeting, while still low, is significantly greater than prior in person meetings.
Mr. Chairman, that concludes our question and answer session.
Well, thank you, Matt, and thank you to all of our shareholders for attending today's meeting. The conference has now concluded. Thank you for attending today's presentation and you may now disconnect.