Kyndryl (KD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 31, 2025, will be held virtually to maximize accessibility and reduce costs.

• Shareholders of record as of June 3, 2025, are eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The company emphasizes its multi-year growth strategy, IT services leadership, and focus on cloud, AI, cybersecurity, and digital transformation.

• Fiscal 2025 revenue was $15.1 billion, with $1.8 billion in cash and $4.9 billion in available liquidity.

• Strategic initiatives (Alliances, Advanced Delivery, Accounts) exceeded targets, driving signings and profitability.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three director nominees for a one-year term, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, with 90% independence and 100% independent committee membership.

• Directors are elected annually; staggered board structure will be phased out by 2027.

• Board diversity: 30% gender diverse, 40% racially/ethnically diverse, 30% non-U.S. citizens.

• Lead Independent Director has robust responsibilities; annual board and committee self-evaluations are conducted.

• Proxy access and majority voting for directors in uncontested elections; no supermajority or stockholder rights plan.