COGNIZANT TECHNOLOGY SOLUTIONS CORP

The proposal asks the Board to enable shareholders to act by written consent, permitting shareholders who hold the minimum votes needed to authorize an action at a meeting to take that action without holding a meeting. It requests that any associated record date be set at the lowest allowable level and that written-consent procedures not include additional solicitation requirements unless legally required. The proponent argues this change would provide shareholders a timely mechanism to raise proposals or remove directors outside the annual meeting process, citing the company’s current special-meeting threshold and a perceived historical lack of utility of that mechanism. The proposal therefore frames written consent as a tool to strengthen shareholder engagement and board accountability when the company underperforms.