Cognizant 2024

Cognizant 2024 Fair Treatment of Shareholder Nominees

Cognizant 2024. James McRitchie’s Proposal for Fair Treatment of Shareholder Nominees is one of several items to be voted on before or during the Cognizant Technology Solutions Corporation (CTH) annual meeting on June 4, 2024, at 9:30 a.m. Eastern time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number IF voting isn’t cut off right after all proposals have been presented.

Vote  FOR #5 Fair Treatment of Shareholder Nominees and other items as indicated below. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

I voted with 19% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

Cognizant Technology Solutions Corporation, a professional services company, provides consulting, technology, and outsourcing services in North America, Europe, and internationally. It operates through four segments: Financial Services, Health Sciences, Products and Resources, and Communications, Media and Technology.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

Cognizant 2024 ISS Rating

Cognizant Technology Solutions Corporation’s ISS Governance QualityScore as of May 1, 2024 is 1. The pillar scores are Audit: 3; Board: 3; Shareholder Rights: 2; Compensation: 2. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Cognizant 2024: How We Voted

ItemEgan-Jones RecommendsCorpGov.net Votes
1A-1L – Election of DirectorsFOR, EXCEPT
Michael Patsalos-Fox
Against Abdalla, Bali, Branderiz, Deskus, Mackay, Jr., Patsalos-Fox, Velli as Comp Com. members;  Schot, Velli and Wijnberg as overboarded.
2 – Advisory Vote to Approve Executive CompensationFORAgainst. More than 4 x NEO average + Norges concerns
3 – Adoption of the Company’s Amended and Restated Certificate of IncorporationFORAgainst per NYC
4 – Ratification of the Appointment of Independent AuditorsAGAINSTAgainst PricewaterhouseCoopers LLP (27 years)
5 – Shareholder Proposal – Fair Treatment of Shareholder NomineesAGAINSTFOR (James McRitchie, proponent)

Cognizant 2024: Considerations and RecommendationsDiligent logo

Diligent has the best suite of tools I have found for looking up voting records and bylaw characteristics, determining how vulnerable companies are on what issues, deciding what proposals might be most productive, etc. I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance.

Egan-Jones

Free Proxy Advisor From As You Sow & IconikappSign up for the iconik/AYS app to automate voting for all your proxies according to human values. In about two minutes, you’ll vote for all your proxies according to values that balance environment, social, governance, and profitability. More information is available at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with iconikapp.com may differ. Iconikapp

Cognizant 2024: Directors

I voted Against compensation committee directors Abdalla, Bali, Branderiz, Deskus, Mackay, Jr., Patsalos-Fox. Vote Against Velli because the CEO’s total pay is more than four times the median NEO pay at the firm. Schot, Velli and Wijnberg serve on too many boards to devote adequate time to Cognizant.

Cognizant 2024: Board Items #2-4

As stated above, vote AGAINST pay.

Vote AGAINST Restateed Certificat of Incorporation. I am defaulting to the NYC Comptroller on this one.

Vote AGAINST the Auditor. Even with auditor rotation within the contracted firm, I agree with Egan-Jones that, over time, many are essentially captured. They are troubled when a company contracts with the same firm for over seven years. Boeing’s auditor has been PricewaterhouseCoopers LLP for 27 years. That’s too long for me.

Cognizant 2024: Item #5 Fair Treatment of Shareholder Nominees

James McRitchie, the publisher of CorpGov.net, submitted this Proposal. In its opposition statement Cognizant notes the “Governance and Sustainability Committee uses the same criteria for evaluating director candidates regardless of the source of referral.”

Yet, elsewhere, the opposition statement claims, “Director nominees selected by Cognizant undergo a rigorous vetting process, while shareholder nominees need only comply with the requirements set forth in our by‐laws.

Which is it? Are shareholder nominees judged using the same criteria as board candidates or not? The Company’s position is unclear.

I filed similar proposals at a dozen companies. Cognizant is the only company that did not accept our simple request to judge shareholder nominees based on legal requirements, not their suitability or desirability.

I offered to withdraw the proposal if the Board agreed to add two sentences—something like the following—to their governance policy and announce it in an SEC filing. Here’s the draft language I offered.

 For the purposes of SEC Rule 14a-19 (Universal Proxy), the Board’s role, in terms of including a shareholder nominee on the proxy card, is to ensure the shareholder nominee is qualified, based on requirements specified in the charter or bylaws. It is not to ensure their suitability to serve on the Board. 

 In other words, the board must determine whether shareholder candidates meet the legal requirements before determining which appear on the ballot. The Board can recommend for or against them, but if they meet those legal requirements, it is up to shareholders to determine suitability. The board should not evaluate shareholder nominees and keep them off the proxy based on their assessment of suitability.

 Cognizant refused to clarify that simple fact, which is the only reason this measure is before you today.  

Additionally, I would point out that Diligent rates Cognizant’s vulnerability to activism at 85%, meaning only 15% of companies are more vulnerable. Perhaps one reason for this vulnerability is that a dollar invested in the NASDAQ 5 years ago is worth $1.85; If you invested in Cognizant simultaneously, it is now worth only $1.16.

Cognizant could face an activist shareholder. If it does, do you want the vetting process to be fair? If so, vote FOR proposal 5, Fair Treatment of Shareholder Nominees.

Cognizant 2025: Mark Your Calendar

Any shareholder proposals submitted in accordance with Rule 14a-8 must be received at our principal executive offices no later than the close of business on December 24, 2024. Board or Chief Legal Officer and Corporate Secretary corporategovernance@cognizant.com.

   

Cognizant 2024: Related Posts

Cognizant 2023: Fair Elections

Fair Treatment of Shareholder Nominees: Progress & Holdouts

ABT: Fair Treatment of Shareholder Nominees

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