0001058290-22-000345.txt : 20221128 0001058290-22-000345.hdr.sgml : 20221128 20221128163804 ACCESSION NUMBER: 0001058290-22-000345 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221123 FILED AS OF DATE: 20221128 DATE AS OF CHANGE: 20221128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Humphries Brian CENTRAL INDEX KEY: 0001297577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 221426032 MAIL ADDRESS: STREET 1: 300 FRANK W. BURR BLVD., STE. 36, 6 FL. CITY: TEANECK STATE: NJ ZIP: 07666 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGNIZANT TECHNOLOGY SOLUTIONS CORP CENTRAL INDEX KEY: 0001058290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133728359 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 FRANK W. BURR BLVD., STE. 36, 6 FL. CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 2018010233 MAIL ADDRESS: STREET 1: 300 FRANK W. BURR BLVD., STE. 36, 6 FL. CITY: TEANECK STATE: NJ ZIP: 07666 4 1 wf-form4_166967146185907.xml FORM 4 X0306 4 2022-11-23 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001297577 Humphries Brian C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 300 FRANK W. BURR BLVD., STE. 36, 6 FL. TEANECK NJ 07666 1 1 0 0 Chief Executive Officer Class A Common Stock 2022-11-23 4 M 0 6403 A 151998 D Class A Common Stock 2022-11-23 4 F 0 386 60.03 D 151612 D Restricted Stock Units 2022-11-23 4 M 0 6403 0 D Class A Common Stock 6403.0 32016 D Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on February 23, 2021. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 76,838 RSUs were originally granted on February 23, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 23, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (February 23, 2024). Exhibit List: Exhibit 24 - Power of Attorney /s/ Carrie P. Ryan, on behalf of Brian Humphries, by Power of Attorney 2022-11-28 EX-24 2 poaexhibit24humphries.htm EXHIBIT 24 POA HUMPHRIES
Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS


       With respect to holdings of and transactions in securities issued by Cognizant Technology Solutions
Corporation (the "Company"), the undersigned hereby constitutes and appoints the individuals named on
Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with
full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

       1.   prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the
United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling
the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

       2.   execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16
of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

       3.   do and perform any and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;
and

       4.   take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution and resubstitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein
granted.

       The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of October 20, 2022.

By:  /s/ Brian Humphries
Name:  Brian Humphries



Schedule A


Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution:

1.    John Kim, Executive Vice President, General Counsel, Chief Corporate Affairs Officer and Secretary

2.    Carrie P. Ryan, Senior Director/Legal Counsel