Proxy Blog

Cognizant Technology Solutions Corporation

May 6, 2020

The annual proxy for this technology services company had the following proposals: 

  1. Proforma proposals on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposal on written consent 

Magni voted as follows: 

  1. For proforma proposals.
    Directors  The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation.
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -“Say-on-pay”  This year’s proxy disclosures describe a complete shareholder engagement program. The company is benchmarked against the peer group, though the criteria for the peer group are vague and the company is smaller than the peer, thus creating the risk of upward bias in the compensation. Magni will vote for this proposal based on improvements over last year, though additional improvement will be required in next year’s proxy. 
  2. Against shareholder proposal on written consent – Per the Magni position paper, Magni routinely votes against these proposals.