Kyndryl (KD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 25, 2024, will be held virtually to maximize shareholder participation and reduce costs.

• Proxy materials are distributed primarily online, with voting available via internet, phone, mail, or live during the meeting.

• Company highlights include strong execution, progress on strategic initiatives, and a focus on profitable growth as the world's largest IT infrastructure services provider.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class III directors for a three-year term, (2) advisory approval of executive compensation (Say-on-Pay), and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, with a phased transition to annual elections for all directors by 2027.

• 90% of directors are independent; 50% are racially, ethnically, or gender diverse.

• Lead Independent Director has robust responsibilities; all committees are fully independent.

• Board and committees conduct annual self-evaluations and maintain strong governance practices.

• Directors are selected based on diverse backgrounds, experience, and skills relevant to the company’s strategy.