UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 15, 2015
GENPACT LIMITED
(Exact Name of Registrant as Specified in Charter)
| Bermuda | 001-33626 | 98-0533350 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
|
Canon’s Court, 22 Victoria Street Hamilton HM 12, Bermuda (Address of Principal Executive Offices) (Zip Code) | ||||
Registrant’s telephone number, including area code: (441) 295-2244
Not Applicable
(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:
| ¨ | 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)) | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 15, 2015, Genpact International, Inc. and Genpact LLC, both wholly-owned subsidiaries of Genpact Limited, entered into a revised employment agreement (the “Amended Agreement”) with Patrick Cogny. The Amended Agreement amends Mr. Cogny’s current employment agreement with Genpact LLC dated August 5, 2011 (the “2011 Agreement”), and replaces Genpact LLC with Genpact International, Inc. as the employer entity.
Under the Amended Agreement, which is effective as of January 1, 2015, Mr. Cogny will receive an annual base salary of not less than $513,500 and will be eligible to receive an annual bonus with a target of at least $300,000, which bonus is not guaranteed. Mr. Cogny will no longer be eligible to receive the $100,000 guaranteed annual bonus provided for under the 2011 Agreement.
All of the other terms and conditions of the 2011 Agreement remain the same.
The foregoing summary is qualified in its entirety by the full text of the Amended Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Employment Agreement by and among Genpact International, Inc., Genpact LLC and Patrick Cogny, dated as of December 15, 2015. |
2
SIGNATURE
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.
| GENPACT LIMITED | ||
| /s/ Heather D. White | ||
|
| ||
| Name: | Heather D. White | |
| Title: | Senior Vice President | |
Dated: December 18, 2015
3
EXHIBIT INDEX
Each of the following exhibits is being filed electronically with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Employment Agreement by and among Genpact International, Inc., Genpact LLC and Patrick Cogny, dated as of December 15, 2015. |
4