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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

(Amendment No.     )

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

 

(Name of Registrant as Specified in its Charter)

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 4, 2013.

 

                 
                Meeting Information     
 

COGNIZANT TECHNOLOGY

SOLUTIONS CORPORATION

     

 

Meeting Type:                  Annual Meeting

   
        For holders as of:             April 8, 2013    
        Date: June 4, 2013            Time: 9:30 AM EDT    
       

Location:    Corporate Headquarters

 Glenpointe Centre West

 500 Frank W. Burr Blvd.

 Teaneck, New Jersey 07666

 

 

   
                         

 

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

GLENPOINTE CENTRE WEST

500 FRANK W. BURR BLVD.

TEANECK, NJ 07666

      You are receiving this communication because you hold shares in the company named above.  
       

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 
       

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 
        See the reverse side of this notice to obtain proxy materials and voting instructions.  
         


Before You Vote

How to Access the Proxy Materials

 

 

 

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NOTICE AND PROXY STATEMENT                ANNUAL REPORT

 

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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 21, 2013 to facilitate timely delivery.

 

     
          
      

 

How To Vote

Please Choose One of the Following Voting Methods

 

   
                          
      

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy statement for any admission requirements and directions to the meeting. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

     
                  


  Voting Items  
 

The Board of Directors recommends you vote FOR the following:

 

1.       Election of Directors

 

1a.    Maureen Breakiron-Evans

 

1b.    John E. Klein

 

1c.    Lakshmi Narayanan

 

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5:

 

2.       APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K.

 

3.       AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO PROVIDE THAT ALL DIRECTORS ELECTED AT OR AFTER THE 2014 ANNUAL MEETING OF STOCKHOLDERS BE ELECTED ON AN ANNUAL BASIS.

 

4.       APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2004 EMPLOYEE STOCK PURCHASE PLAN.

 

 

 

 

5. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2013.

The Board of Directors recommends you vote AGAINST the following proposal:

 

6. STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT.

NOTE: TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY CONTINUATION, POSTPONEMENT OR ADJOURNMENT THEREOF.

 

 

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