Kyndryl Holdings, Inc.
For the period ended Jul 30, 2026. Filed Jun 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 30, 2026 · Filed Jun 16, 2026
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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
Dear Fellow Stockholders,
On behalf of the entire Kyndryl Board of Directors, I am pleased to invite you to Kyndryl’s 2026 Annual Meeting of Stockholders on July 30, 2026, at 1:00 p.m. Eastern Daylight Time. 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/KD2026.
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 and reduces the cost of the Annual Meeting. Stockholders of record as of the close of business on June 3, 2026 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, 2026 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 2026 Annual Meeting so that you can hear firsthand about Kyndryl’s progress and the momentum we are building in managing and modernizing our customers’ most complex, mission-critical IT environments. We have continued to invest in Kyndryl Consult, our alliance partnerships and our agentic AI capabilities, strengthening our unique position to deliver meaningful business outcomes for our customers. We are focused on advancing our targeted growth areas while further streamlining our operations. With a strong Kyndryl team, we remain confident in our strategic direction, providing world-class services to our customers and creating long-term value for our stockholders.
Thank you for your continued confidence in Kyndryl.
Notice of Annual Meeting of Stockholders
| Date and Time | Record Date | |
|---|---|---|
| July 30, 2026 1:00 p.m. Eastern Daylight Time | Close of business on June 3, 2026 |
Access
You can attend the Annual Meeting, vote your shares and submit your questions by visiting virtualshareholdermeeting.com/KD2026. 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.
| Items of Business | |
|---|---|
| 1 | Election of the six director nominees named herein for a one-year term |
| 2 | Approval, in an advisory, non-binding vote, of the compensation of our named executive officers |
| 3 | Approval of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan |
| 4 | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 |
| • | Transaction of any other business properly presented at the meeting |
Your Vote Is Important
How to Vote
MAIL Complete, date and sign your proxy card or voting instruction form and mail in the postage-paid envelope
LIVEAttend the Annual Meeting virtually and cast your ballot
MOBILE DEVICEScan the QR code
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 30, 2026
The Kyndryl Proxy Statement and Annual Report to stockholders for the fiscal year ended March 31, 2026 areavailable at www.proxyvote.com.
By Order of the Board of Directors,Mark RingesInterim General Counsel and Secretary New York, NY June 16, 2026
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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.