Shareholders ask our Board of Directors to remove the current shareholder rights provision that considers the voice of certain Cognizant Technology Solutions (CTSH) shareholders as non-shareholders. Currently all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter.



The current one-year shareholder rights exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There is no point to have useless right on the books of CTSH.



The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire CTSH shares to equal the challenging 10% share ownership requirement ($4 billion) from all shares outstanding to call for a special shareholder meeting to incentivize a turnaround of CTSH should CTSH find itself in a continuing slump.



The best strategies for turning around a company do not necessarily come from a company’s existing shareholders.



CTSH stock is in a long-term slump. CTSH stock was at $81 in 2018 and at only $80 in late 2024.



If CTSH continues in its slump, CTSH shareholders and potential CTSH shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting, if they have to wait one-year to call for a special shareholder meeting. A one-year holding period makes no sense. A slumping stock price demands an immediate response before the window of opportunity passes.



If one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting this is an incentive for CTSH Directors to avoid a slump in the first place since the continued service of the least qualified CTSH Directors could be terminated by a special shareholder meeting. This is a good incentive for the CTSH Directors to have for the benefit of all CTSH shareholders.



At minimum this proposal alerts shareholders to the severe limitation, to the point of uselessness, baked into the current CTSH rules for shareholders to call for a special shareholder meeting.