DEF 14A: Kyndryl Holdings, Inc. Announces Details for 2024 Annual Stockholders Meeting

Kyndryl's 2024 Annual Meeting of Stockholders will be held virtually on July 25, 2024, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Kyndryl Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on July 25, 2024, at 1:00 p.m. Eastern Daylight Time.
• Stockholders of record as of May 28, 2024, are eligible to vote.
• The meeting will cover the election of four Class III directors, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2025.
• The Board recommends voting 'FOR' all director nominees, the executive compensation proposal, and the auditor ratification.
• Kyndryl's fiscal 2024 revenue was $16.1 billion, and adjusted EBITDA was $2.4 billion.
• The company's strategic focus areas include alliances, advanced delivery, and accounts initiatives.
• The Board consists of 10 members, with 50% being racially, ethnically, and/or gender diverse.
• Executive compensation is heavily performance-based, with 75%-90% of NEO compensation tied to performance.
• The CEO's target compensation mix is 76% long-term incentives, while other NEOs average 68% long-term incentives.
• The company has a financial statement clawback policy and an executive compensation clawback policy.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting strategic initiatives and financial performance, but also acknowledges revenue decline. The overall tone suggests confidence in future growth.

Positives

• Kyndryl exceeded all of its strategic objectives in its three-As initiatives for fiscal 2024.
• The company has driven strong growth in Kyndryl Consult, expanded its hyperscaler relationships and accelerated adoption by customers of its Kyndryl Bridge operating platform.
• The 2023 annual vote on an advisory resolution to approve the compensation of our NEOs (say-on-pay), passed with approximately 88% of the votes in favor.
• The company has a robust stock ownership guidelines requiring each of our NEOs, certain other executives and non-employee directors to obtain a substantial equity stake in our common stock within five years of first becoming subject to the guidelines.
• All of our NEOs and non-employee directors have met their ownership requirements within the five-year period under the stock ownership guidelines.

Negatives

• Revenues of $16.1 billion, a decline of 6% and 6% in constant currency*, compared to the year ended March 31, 2023.

Risks

• The company's actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties.
• Historical, current and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Future Outlook

The company is focused on returning to profitable growth through its three 'A's initiatives and expanding its hyperscaler relationships.

Management Comments

• 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.
• Were driving powerful business dynamics for value creation, and well continue to be bold and ambitious about how we come together to deliver value with our partners for our customers.

Industry Context

Kyndryl is the world's largest IT infrastructure services provider, competing with companies like Accenture, DXC Technology, and IBM in the IT services market.

Comparison to Industry Standards

• The peer group used for executive compensation benchmarking includes Accenture, Cognizant, Leidos, Aon, DXC Technology, Marsh & McLennan, ADP, FIS, Salesforce, Booz Allen Hamilton, Fiserv, SAIC, Cisco, Hewlett Packard Enterprise, and VMware.
• Kyndryl's revenue approximates the median of its peer group.

Related Party Transactions

• Since April 1, 2023, there have been no related person transactions or pending related person transactions that required disclosure.

Stakeholder Impact

• Stockholders are asked to vote on key proposals affecting the company's direction and governance.
• Employees are impacted by executive compensation decisions and corporate citizenship initiatives.
• Customers benefit from the company's strategic focus on improving IT infrastructure services.

Next Steps

• Stockholders to vote on the proposals outlined in the proxy statement.
• Board and committees to implement enhancements to existing policies and practices, as appropriate, following discussion of feedback from annual self-evaluations.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Executive Compensation, Board of Directors, Corporate Governance, Stockholders, Kyndryl