false 0001867072 0001867072 2026-07-30 2026-07-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or   15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event
    reported): July 30, 2026 Kyndryl
    Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40853 (Commission File Number) 86-1185492 (I.R.S. Employer Identification No.) One Vanderbilt Avenue , 15th Floor New York , New York 10017 (Address of principal executive offices, and Zip Code) 855 - 596-3795 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General
Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, par value $0.01 per share KD New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 30, 2026, Kyndryl Holdings, Inc. (the “Company”)
held its annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Amended
and Restated Kyndryl 2021 Long-Term Performance Plan (the “Amended Plan”), which increased the number of shares of the Company’s
common stock, par value $0.01 per share, issuable under the Amended Plan by 7,600,000 shares. The material terms of the Amended Plan are
described in the section entitled “Proposal 3 – Approval of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan”
on pages 84 through 89 of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June
16, 2026 (the “2026 Proxy Statement”) in connection with the Annual Meeting, which description is incorporated herein by reference. The Amended Plan is filed as Exhibit 10.1 hereto
and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders At the Annual Meeting, the Company’s stockholders:
(1) elected the persons listed below to serve as directors; (2) approved, on an advisory basis, the compensation of the Company’s
named executive officers; (3) approved the Amended Plan; and (4) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending March 31, 2027. Each of these proposals is described in greater
detail in the 2026 Proxy Statement. Set forth below are the voting results for these proposals. Proposal 1—Election of Directors Each director nominee received the support of approximately 90%
of the votes cast: Name Votes For Votes Against Abstentions Broker Non-Votes John D. Harris II 131,463,668 14,889,234 496,108 34,094,713 Janina Kugel 133,068,451 13,327,286 426,273 34,094,713 Denis Machuel 133,130,682 13,239,670 451,658 34,094,713 Rahul N. Merchant 133,029,286 13,303,098 489,626 34,094,713 Jana Schreuder 132,813,978 13,610,953 397,079 34,094,713 Howard I. Ungerleider 132,723,237 13,670,696 428,077 34,094,713 Proposal 2—Advisory Vote to Approve Executive Compensation 75% of the votes present and entitled to vote approved the compensation
of the Company’s named executive officers: Votes For Votes Against Abstentions Broker Non-Votes 110,385,733 35,738,773 697,504 34,094,713 Proposal 3—Approval of the Amended and Restated Kyndryl
2021 Long-Term Performance Plan 94% of the votes present and entitled to vote approved the Amended
and Restated Kyndryl 2021 Long-Term Performance Plan: Votes For Votes Against Abstentions Broker Non-Votes 139,325,459 6,784,271 712,280 34,094,713 Proposal 4—Ratification of the Appointment of the Independent
Registered Public Accounting Firm 97% of the votes present and entitled to vote ratified the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31,
2027: Votes For Votes Against Abstentions 176,123,580 4,164,302 628,841 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Kyndryl 2021 Long-Term Performance Plan 104 Cover Page Interactive Data File (embedded in the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 31, 2026 KYNDRYL HOLDINGS, INC. By: /s/ Ann Schlaffman Name: Ann Schlaffman Title: Vice President, Associate General Counsel and Assistant Corporate Secretary

Kyndryl Holdings stockholders approved an amendment to the 2021 Long-Term Performance Plan on July 30, 2026, authorizing an additional 7.6 million shares for executive compensation. This increases the equity pool available for long-term incentive awards to align management interests with shareholder value.

On July 30, 2026, Kyndryl Holdings, Inc. held its annual meeting of stockholders where stockholders approved the Amended and Restated Kyndryl 2021 Long-Term Performance Plan. This plan allows for an increase of 7,600,000 shares of the Company’s common stock, par value $0.01 per share, to be issued under this Amended Plan. The approval of the Amended Plan is a strategic move aimed at enhancing long-term performance incentives for executives and aligning their interests with those of the shareholders. Key considerations from the proxy statement detail how this amendment aligns with the company's goals for corporate governance and management accountability.

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