Kyndryl (NYSE:KD) shareholders approved all four proposals at the company’s 2026 annual meeting, including the election of six director nominees, an advisory vote on executive compensation, an amended and restated long-term performance plan, and the appointment of PricewaterhouseCoopers as independent auditor for fiscal 2027.
Chairman and Chief Executive Officer Martin Schroeter said preliminary voting results showed that each director nominee was elected for a one-year term. Shareholders also approved the company’s executive-compensation proposal and the amended and restated Kyndryl 2021 Long-Term Performance Plan. The company’s ratification of PricewaterhouseCoopers as its independent registered public accounting firm for the fiscal year ending March 31, 2027, also passed.
Executive compensation vote
Schroeter addressed shareholder questions concerning executive compensation, the company’s stock price and financial performance before the votes were tabulated. He said Kyndryl’s compensation structure is intended to be pay-for-performance, with approximately 60% of target compensation for named executive officers tied to performance measures.
Between 70% and 95% of compensation for named executives is variable and at risk, he said. The Compensation and Human Capital Committee established fiscal 2026 targets at the beginning of the year, with input from an independent compensation consultant, and did not revise them during the year.
The committee set an adjusted EBITDA target more than 9% above the company’s fiscal 2025 result, Schroeter said. Although adjusted EBITDA increased year over year in fiscal 2026, annual bonuses were paid at 69% of target, down from 118% in the prior year. He said no discretionary adjustments were made.
Schroeter also said the realizable value of equity awards granted to named executive officers had fallen substantially from their original grant values, reflecting company performance and stock-price movement during the year.
Strategy focused on higher-value services and AI
In his company report following the formal meeting, Schroeter characterized fiscal 2026 as a year of continued progress, highlighting Kyndryl’s “three As” strategy: Alliances, Advanced Delivery and Accounts.
The company is continuing to invest in Kyndryl Consult, its technology-alliance partnerships and artificial-intelligence capabilities. Schroeter said Kyndryl Consult delivered another year of strong revenue growth as organizations sought advisory, modernization and implementation services.
Kyndryl’s expanding alliances ecosystem is intended to help customers advance cloud, data and AI initiatives, he said. The company is also using its AI-powered Kyndryl Bridge platform and emerging agentic AI capabilities to help customers modernize IT infrastructure, improve resiliency and scale AI deployments.
Schroeter said enterprises face a modernization challenge because many technology environments were not designed for AI demands, heightened cybersecurity requirements or increasingly complex operations. He said Kyndryl’s ability to operate and modernize mission-critical systems simultaneously, while maintaining continuity and reducing operational risk, positions the company to support enterprise transformation.
Kyndryl Bridge provides visibility, operational intelligence and governance across complex technology estates, Schroeter said. Combined with Kyndryl’s engineering expertise and technology alliances, the platform is intended to continuously modernize IT environments and prepare them for AI at scale.
Leadership changes and control remediation
Schroeter said Andrew Bonzani joined Kyndryl as general counsel and secretary on July 6. Ellen Johnson is scheduled to assume the chief financial officer role on Aug. 6, following the filing of the company’s first-quarter earnings and Form 10-Q.
He thanked interim CFO Harsh Chugh and interim General Counsel Mark Ringes for leading the finance and legal organizations during the transition. Schroeter said Bonzani and Johnson bring experience in financial discipline, operational excellence and governance at global public companies.
The company is also taking actions to enhance its controls and execute its material-weakness remediation plan. Schroeter said Kyndryl is aiming to remediate its previously disclosed material weaknesses as of March 31, 2027.
Schroeter said the IT-services sector, including Kyndryl, has faced pressure over the past year as AI has created both opportunities and uncertainty across technology markets. He said Kyndryl views AI as a growth opportunity, citing its experience managing complex IT estates, investments in Kyndryl Bridge and relationships with hyperscalers and other technology companies.
“Ultimately, our focus remains on disciplined execution, delivering for our customers, and building sustainable long-term value for our shareholders,” Schroeter said.
About Kyndryl (NYSE:KD)
Kyndryl (NYSE: KD) is a global managed infrastructure services provider formed in November 2021 through the spin-off of IBM’s Managed Infrastructure Services business. The company designs, builds, manages and modernizes critical information technology systems for enterprises worldwide. Kyndryl’s core offerings include cloud migration and management, network and edge computing solutions, digital workplace services and IT resiliency and security capabilities.
With a workforce of approximately 90,000 professionals and operations in more than 60 countries, Kyndryl serves clients across a broad range of industries, including financial services, telecommunications, healthcare, manufacturing and retail.
