Kyndryl Holdings Inc
For the period ended Jul 25, 2024. Filed Jun 12, 2024.
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Jul 25, 2024 · Filed Jun 12, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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Kyndryl Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| | A Message from Our Chairman andChief Executive Officer | | | |
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Dear Fellow Stockholders,
On behalf of the entire Kyndryl Board of Directors, I am pleased to invite you to Kyndryl’s 2024 Annual Meeting of Stockholders on July 25, 2024 at 1:00 p.m. Eastern Daylight Time. In order to enable all of our stockholders to participate fully and equally from any place in the world at little to no cost, the Annual Meeting will once again be held as a virtual live audio webcast.
You will be able to attend the virtual Annual Meeting, vote your shares electronically and submit questions both during and prior to the Annual Meeting by visiting virtualshareholdermeeting.com/KD2024.
MARTIN SCHROETER
As we have done each year, we are furnishing our proxy materials to stockholders primarily over the Internet. This process expedites your receipt of the proxy materials, reduces the cost of the Annual Meeting and conserves natural resources. Stockholders of record as of the close of business on May 28, 2024 will either receive a Proxy Card or a Notice of Internet Availability of Proxy Materials for the Annual Meeting. The notice contains instructions on how to access our Proxy Statement and Annual Report for the fiscal year ended March 31, 2024 and submit your proxy online.
Your vote is important to us. Even if you plan to attend the Annual Meeting, we recommend that you promptly submit your proxy with your voting instructions. You may do this over the Internet, as well as by telephone or mail. Please review the instructions regarding each of these options on your Proxy Card or Notice of Internet Availability of Proxy Materials.
I hope that you can join us for our 2024 Annual Meeting so that you can hear firsthand about our strong execution and the accelerated progress we are making as the world's largest IT infrastructure services provider. Our scale, our know-how, our indispensability and our freedom of action as an independent company have given us opportunities to return to profitable growth, while continuing to serve our customers extremely well. We’re driving powerful business dynamics for value creation, and we’ll continue to be bold and ambitious about how we come together to deliver value with our partners for our customers.
Thank you for your continued confidence in Kyndryl.
| Sincerely, Martin Schroeter Chairman of the Board and Chief Executive Officer Kyndryl June 12, 2024 | | |
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| | Notice of Annual Meeting of Stockholders | | | |
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| Date and Time | | | Record Date | | | Access |
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| July 25, 2024 1:00 p.m. Eastern Daylight Time | | | Close of business on May 28, 2024 | | | You can attend the Annual Meeting, vote your shares and submit your questions by visiting virtualshareholdermeeting.com/KD2024. |
| Items of Business | | |||
| 1 | | | Election of the four Class III directors named herein for a three-year term | |
| 2 | | | Approval, in an advisory, non-binding vote, of the compensation of our named executive officers | |
| 3 | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025 | |
| • | | | Transaction of any other business properly presented at the meeting | |
To participate in the virtual-only Annual Meeting, you will need your individual 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
| | How to Vote | | | Your Vote Is Important | | ||
|---|---|---|---|---|---|---|---|
| | | | Go to www.proxyvote.com, 24/7 | | |||
| | | | Call toll-free, 24/7 1-800-690-6903 | | |||
| | | | Complete, date and sign your proxy card or voting instruction form and mail in the postage-paid envelope | | |||
| | | | Scan the QR code | | | | |
| | | | Attend the Annual Meeting virtually and cast your ballot | | |||
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 25, 2024 | |
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| | The Kyndryl Proxy Statement and Annual Report to stockholders for the fiscal year ended March 31, 2024 are available at www.proxyvote.com. | |
| By Order of the Board of Directors, EDWARD SEBOLDGeneral Counsel and SecretaryNew York, NYJune 12, 2024 | | |
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| | Table of Contents | | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.