Good morning, welcome to the 2026 Annual Meeting of Shareholders of Cognizant Technology Solutions Corporation. I am John Kim, Chief Legal Officer, Chief Administrative Officer, and Corporate Secretary of the company. I will be acting as secretary of today's meeting. Joining me today is Ravi Kumar, Chief Executive Officer and Director of the company. Mr. Kumar will be the chairman of this meeting. I would like to remind you that some of the comments made during today's meeting 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, annual report on 10-K, and other 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.
Where appropriate, reconciliations of non-GAAP financial measures to the corresponding GAAP measures can be found in the company's earning releases and other filings with the SEC, which may be found on our website at investors.cognizant.com. I'd like to now turn the floor over to Ravi.
Thank you, John. Good morning, and thank you all for joining Cognizant's 2026 Annual Shareholder Meeting. The time is 9:31 A.M. on June 2nd, 2026, and I now call the meeting to order and declare that the polls are open for voting on all matters. At this time, I would like to introduce you to the directors of the company, all of whom are present today. They are Chair of the Board, Steve Rohleder, Zein Abdalla, Vinita Bali, Eric Branderiz, Archana Deskus, John Dineen, Leo Mackay, Michael Patsalos-Fox, Bram Schot, Karima Silvent, Joe Velli, and Sandra Wijnberg. I would also like to introduce you to certain other officers of the company. In addition to John Kim, we are joined today by Jatin Dalal, Chief Financial Officer, and Tyler Scott, SVP and Head of Investor Relations.
In addition, Scott Davis of PricewaterhouseCoopers, our independent registered public accounting firm, is with us today and is available for questions related to the appointment of PricewaterhouseCoopers. We have a virtual shareholder meeting website for this annual meeting, which is listed in your proxy materials. You can find the agenda and the rules of conduct for the meeting on the website. Questions or comments should be submitted via the website. Those relating to the annual meeting will be answered before the polls close. Questions or comments relating to other matters will be answered after the formal portion of the meeting has ended. I will now share some remarks on Cognizant's recent performance and our momentum and progress in the AI Builder era. Let me begin by expressing gratitude to our clients and partners for your trust and the ambition you bring to our shared work.
To our more than 350,000 associates around the world, for your ingenuity and dedication, and to our shareholders for your continued confidence and support. Before I turn to where we are going, I want to take a moment to acknowledge how far we have come. 2025 was a landmark year. We set out to reclaim our place in the winner's circle, and we arrived two years ahead of plan. Full-year revenue surpassed $21 billion, growing 6.4% in constant currency. We expanded operating margin and grew earnings per share faster than revenue. We signed 28 large deals, each with a total contract value over $100 million, with combined TCV up nearly 50% from the prior year, including five mega deals valued at $500 million or greater, and revenues and adjusted operating income per employee increased. Our client Net Promoter Score reached its highest level since I became CEO.
Our associate engagement has strengthened and is growing. We returned $2 billion to shareholders through dividends and buybacks. We added the strategic acquisition of 3Cloud to strengthen our AI Builder strategy. 2025 demonstrated that the strategy we laid out when we began this journey three years ago is working. AI has brought us to a historic inflection point. We are moving beyond configuring software to engineering intelligent systems tailored to how our clients operate. This is a builder's era and a return to Cognizant's roots. 30 years ago, we built systems and engineered outcomes. During the enterprise software era, value shifted to software companies, and our industry's role became integrators. Today, the equation is changing again.
The deterministic rule-based software is giving way to Software 2.0, which is probabilistic, contextual, and increasingly authored by AI, creating the opportunity to own the stack again and to deliver outcomes through our services. We call this the AI Builder model, and 2025 was the year we moved it from strategy to execution. The central challenge enterprises face today is what we describe as the AI velocity gap, the widening distance between the trillions of dollars of AI infrastructure investments and the slow realization of actual P&L value. AI can help unlock an estimated $4.5 trillion in U.S. labor value, but the methodologies, frameworks, and the operational muscle to harvest that value at enterprise scale are only just emerging. Bridging this gap from AI capability to enterprise production value requires integrating context, workflows, controls, evals, guardrails, and a trust layer.
As we advance our AI Builder model, I see four principles defining this evolution. First, we are moving from system integrator to AI Builder, taking ownership of the full stack to design holistic, bespoke AI systems and deliver outcomes as a service. Second, we are reimagining our talent model, shifting to interdisciplinary teams that combine domain operations and technology expertise. We're hiring liberal arts grads alongside engineers because steering autonomous agents through complex workflows require judgment, not purely technical skills. Third, we are moving beyond delivering projects to underwriting operational results, taking accountability for the business impact we create. Fourth, as we transition towards underwriting outcomes, we are shifting from labor-based to outcome-based economics that align our success with our clients. We are progressing towards the AI Builder vision through our three-vector strategy: AI-led Productivity, Industrializing AI, and Agentifying the Enterprise.
Through the first quarter of 2026, we have well over 5,000 AI engagements across all three vectors, up from approximately 1,200 at the end of 2024. In Vector 1, where we are applying AI to accelerate software development and eliminate technical debt, nearly 40% of our code is now AI-assisted. One example of our work is for a North American pharma leader where we are running a complex S/4HANA transformation using a customized AI accelerator to replace a fragmented manual process with a scalable, audit-ready solution. In Vector 2, industrializing AI across enterprise landscapes, our platforms manage the full agent life cycle across data engineering, AI foundry, cybersecurity, and cloud infrastructure. For example, at a leading wealth management firm, we are in advanced proof of concept to deploy AI agents that handle routine interactions so that advisors can focus entirely on their clients.
We recently launched Cognizant Secure AI Services to help enterprises safely build governance-scale AI systems, delivering proactive AI-driven defense for legacy infrastructure, the vulnerabilities introduced by autonomous clients. In Vector 3, Agentifying the Enterprise, w e are unlocking new agentic labor pools across industries and embedding intelligence into the operational core of businesses. For example, for a healthcare client, our AI intake platform reduced enrollment cycle times from days to minutes, and our clinical engine now auto -adjudicates 96% of their nurse note reviews autonomously, cutting human review time from eight hours to 20 minutes. At Sysco Foods, we helped develop agents that collapsed their customer resolution window from days down to 90 seconds. As our capabilities mature, we are actively writing the new production function for IT services, integrating human plus digital efforts to build workflows for the next generation of AI-era companies.
At the same time, we are building our institutional muscle and sharing learning by evolving a talent pyramid, and we are deploying new tools to improve visibility into how AI consumption correlates with delivery efficiency, quality, and business outcomes. For example, we are beginning to deploy AI-infused rate cards that ties work along a continuum of delivery models from fully human-led to hybrid to increasingly autonomous agentic delivery. We're also pioneering tokenization to predictably manage inference costs and our margins while taking accountability for machine effort. Powering all this is our AI Builder stack, the connectivity tissue translating our strategy into measurable client outcomes. At its core, Cognizant BASIS, our consulting-led framework for enterprise reinvention and agent deployment. Alongside it is context engineering, the proprietary foundation that maps how humans work, make decisions, and navigate exceptions so that AI systems can work reliably within each business' real-world environment.
Our award-winning AI Labs with 65 U.S. patents continues to translate frontier research into industry-relevant applications. Our platforms, including Neuro AI and Flowsource, deliver scaled benefits in implementation, modernization, and operations. As their importance grows, we are shifting towards outcome-based pricing models to reflect the added value of our assets and IP. Our partnership ecosystem spanning Anthropic, OpenAI, Microsoft, Google, NVIDIA, Salesforce, ServiceNow, and a growing set of AI-native companies facilitates clients' access to best-of-breed capabilities at every layer of the stack. In January of this year, we closed the acquisition of 3Cloud, adding more than 1,200 Azure specialists and engineers to industrialize our deep expertise in cloud data and AI and application innovation. In April, we announced an agreement to acquire Astreya, a global IT managed services provider and AI infrastructure build-out specialist. We believe that both 3Cloud and Astreya add critical layers to our AI Builder stack.
Through the Cognizant Innovation Network, our new corporate investment vehicle, we are backing early-stage AI startups to accelerate AI's impact for clients. Building the future requires investing in the next generation of talent, blending engineers with interdisciplinary thinkers and human judgment with agentic capability. Over the past 2.5 years, more than 340,000 of our associates have completed AI skilling. Our new AI Builder career program maps every role at Cognizant to a future-ready job family, supported by Cognizant Skillspring, our AI-native learning platform, and we're tracking each associate's AI fluency in real time. In 2025, we added more than 16,000 associates in India and promoted more than 35,000 people globally. In 2026, we're targeting 2,000 campus hires in the U.S. and approximately 20,000 in India.
Through our Synapse, after surpassing our initial goal of training 1 million people in future-ready skills. We set a new target, 2 million individuals globally by 2030. The AI Builder era will be led by companies with the deepest capabilities, the most trusted client relationships, and the most resilient operating models. To accelerate our transformation to the operating model of the future, we launched Project Leap in the first quarter of 2026. This program is designed to fund investments in our AI capabilities and partnerships, reshape productivity, and upskill our workforce. It is an investment in both our people and our future, and it reinforces our commitment to remain in the winner's circle of revenue growth while expanding margins. To close, the AI Builder era is here and expanding our opportunity beyond what we could have imagined three years ago.
Our conviction in our long-term opportunity is stronger than ever. I am proud of the Cognizant team, grateful for your trust, and confident in what we are building together. Thank you.
Thank you, Ravi. 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 17th, 2026. The company's agents have certified that the proxy materials were made available to shareholders on such date. We will file copies of the notice and related affidavit of mailing with the minutes of this meeting. The company has designated Linda Piscadlo of American Election Services, LLC, to serve as the Inspector of Election of this meeting. I have received an oath signed by the Inspector of Election stating that she will faithfully execute her duties, which will be filed with the minutes of this meeting. The board has set April 6th, 2026, as the record date for this meeting.
As of that date, there were approximately 473.9 million shares of the company's common stock issued and outstanding and entitled to vote at the meeting. The Inspector of Election has advised that a majority of those outstanding shares are represented here today. As we have a quorum, I declare that this meeting is properly constituted and convened, and we may now carry out the official business of the meeting. I would now like to outline the voting procedures. Only Cognizant shareholders as of the record date for this annual meeting who have logged into the meeting using their 16-digit control number are entitled to vote during the meeting. Shareholders are entitled to one vote for each share registered in their name as of the record date. Shareholders who have already voted by proxy need not vote again today unless they wish to change their vote.
If you have not submitted a proxy or you would like to change your vote, 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 voting results will be outlined at the end of this meeting. 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-K filed with the Securities and Exchange Commission. This meeting will be conducted in accordance with the agenda and rules of conduct that have been provided on the virtual meeting website.
To maintain an informative, orderly, and constructive meeting, we ask that participants abide by these rules. According to the rules of conduct, when presenting his shareholder proposal, the proponent must limit the time of his presentation to three minutes and must limit the substance of his presentation to the subject matter of the shareholder proposal being addressed. We will now present the matters to be considered by shareholders at this meeting. The proxy statement describes each of the proposals in detail, so I will only outline them here. If any shareholder would like to make a comment or ask a question regarding any of the proposals, please submit your comment or question through the question section of the web portal.
The first voting item concerns the election of the following 13 director nominees to serve until the 2027 Annual Meeting of Shareholders, or until their respective successors have been duly elected and qualified. Zein Abdalla, Vinita Bali, Eric Branderiz, Archana Deskus, John Dineen, Ravi Kumar, Leo Mackay, Jr., Michael Patsalos-Fox, Stephen Rohleder, Bram Schot, Karima Silvent, Joseph Velli, and Sandra Wijnberg. Additional information about each nominee is contained in your proxy materials. The second item is an advisory vote to approve the company's executive compensation. The third item is a proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. A representative of PwC is available to respond to any questions you may have regarding this item during the question and answer session. The board recommends a vote for each of the management's proposals.
The fourth item was submitted by a shareholder and will be introduced by a proponent or representative of the proposal. The proposal is to adopt a shareholder right to act by written consent. At this time, I'd like to invite John Chevedden or his representative to present this proposal. I ask the operator to please open the line for the proponent.
Hello, this is John Chevedden, Proposal 4, Shareholder Right to Act by Written Consent. Shareholders request the 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, without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares. Shareholders acting by written consent and calling for a special shareholder meeting are two means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. According to state law, Cognizant shareholders can have the right to act by written consent and the right to call for a special shareholder meeting.
Shame on Cognizant for suggesting that its shareholders limit themselves to one shareholder right when Cognizant shareholders are entitled to two shareholder rights under state law. Cognizant shareholders are best served when they have both rights. Written consent is a shareholder right that requires the formal backing of a Cognizant majority based on all shares outstanding. This majority support requirement, in reality, is much more than majority support because it is not economically possible to reach a significant percent of Cognizant shares to get their formal backing. Thus, for an issue to still get majority support based on all shares outstanding, under a written consent, it could easily need more than 60% support from the Cognizant shares that are economically possible to reach. How can Cognizant be opposed to a 60% majority? Being opposed to this proposal means being opposed to a 60% majority of Cognizant shareholders.
Please be in favor of a 60% majority decisions and vote for a shareholder right to act by written consent, Proposal 4.
Thank you. I would like to note that the board of directors has recommended that shareholders vote against the shareholder proposal for the reasons stated in the company's proxy statement. We will now pause to address any shareholder questions we have received relating to these proposals. At this time, the window to submit questions on the proposals has closed. We will now check to see if any questions on the proposals are in the queue. There are no questions in the queue. That concludes the presentation of all items on the agenda for shareholder action at the meeting. We will close polls shortly. 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 an additional one minute to allow shareholders to submit their votes.
Thank you, John. The time is 9:53 A.M. on Tuesday, June 2nd, and the polls are now officially closed.
Thank you, Ravi. We have received a preliminary report of the results of voting from the Inspector of Election. The preliminary report of the Inspector of Election indicates that each of the nominees has been duly elected as directors of the company to serve until the 2027 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 year 2026. The shareholders have not approved the shareholder proposal to adopt a shareholder right to act by written consent.
Thank you, John. As there is no further business, the business portion of the meeting is now adjourned. We'll now begin the general question and answer session.
For those of you participating via the web portal, as a reminder, 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, and no more than two questions should be submitted by any one shareholder. In accordance with the rules of conduct of the meeting, we will ask that you limit your questions to matters relevant to the business of the company. I direct our first question to Ravi Kumar, our CEO. The question reads: what specific digital sectors are being targeted for strategic acquisition to expand capabilities?
Thank you for the question. I'm going to put this in two specific swim lanes. The first, our M&A strategy has been to address the white spaces in our portfolio. The four pillars of our capabilities are software engineering, infrastructure services, infrastructure and cloud services, intuitive operations and business process outsourcing, and physical AI and ER&D. We're going to look for opportunistic value-based M&A opportunities in these four pillars. Equally, we have an industry mix which is across industries, and of course, a geography mix of U.S., Europe, and Asia-Pacific. We have a lower concentration of business in Europe and Asia-Pacific, we're going to look for opportunities for M&A. In addition, our strategic imperatives as we prepare ourselves to this extraordinary AI opportunity, is to reforge our first principles from being a services company to being a platform-services company.
The opportunity of AI is no longer about technology, but it's actually about business operations of enterprises. We would strategically look for opportunities in platforms, business and engineering platforms, and business operations where we could actually embed AI-led digital work into flows of business. That's our M&A strategy. It's a combination of being opportunistic in our footprint as well as strategically on platforms and business operations.
Thank you, Ravi. I direct our second question to Jatin Dalal, our CFO. The question reads: how is management navigating pricing pressures and tightening IT budgets within the broader consulting industry?
Thanks, John. The way to look at this pricing pressure and tightening budget is really an opportunity that is available for our customers to create value for their enterprises through deployment of AI. We see it as much as an opportunity to differentiate ourselves and to depict that our investments, which have been ahead of many others in the industry, can actually help unlock multiple value pools for our customers. Productivity-led pricing has been in discussions for nearly 18 months now. Cognizant was among the first to speak about it. That has created opportunity in form of large deals that we continue to win. It's an opportunity to differentiate ourselves, and we are leveraging it quite appropriately, I would say. At the same time, we are taking some of those AI investment in transforming Cognizant into the best-in-class players in AI-infused delivery.
I request Ravi also to add his perspective.
Yeah. The AI opportunity is extraordinary to share productivity, reduce cost of technology deployment, and in a paradoxical way, do more for less to actually get more software built, more software in a classical way, and more software in the contextual new age we are living in. The opportunity is to expand, share the productivity, and drive lower cost of technology deployment and higher velocity of technology deployment. I think it's an extraordinary time to be ahead of peers and ahead of our clients to seize this opportunity of AI productivity.
Thank you. Thank you, Ravi. Thank you, Jatin. We have reached the end of our scheduled time for Q&A, and we'll be ending the call at this point. We have received more questions than we were able to get to during this session. We will be posting the questions and answers from board members or management, as applicable, on our investor relations website in the next few days. Thank you for participating in the 2026 Cognizant Annual Meeting of Shareholders. Mr. Chairman, that concludes our question and answer session.
Thank you, John, and thank you to all our shareholders for attending. The meeting is now concluded. You may now disconnect.
Our meeting has ended. Thank you for joining.