Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2018



(Exact name of registrant as specified in its charter)






(State or other jurisdiction

of incorporation)


File Number)

(I.R.S. 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))

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.   






Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) updates information disclosed in the Current Report on Form 8-K filed on January 31, 2018 (the “Original Form 8-K”) by Genpact Limited (the “Company”) relating to the resignation, effective April 30, 2018, of Mohit Thukral, the Company’s Senior Vice President and Business Leader. This Amendment is being filed to disclose the material terms of Mr. Thukral’s severance agreement, the terms of which were not yet finalized as of the time of filing of the Original Form 8-K.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2018, the Company and Mr. Thukral entered into a letter agreement, effective May 1, 2018 (the “Letter Agreement”), in connection with Mr. Thukral’s separation from the Company. The Letter Agreement provides for the payment of certain severance benefits to Mr. Thukral, including a lump sum cash payment of 32,478,600 Indian rupees (approximately $484,837 as of April 25, 2018) to be paid on May 15, 2018.  The Letter Agreement also includes customary nondisclosure, nondisparagement, nonsolicitation and noncompetition provisions and a mutual general release of claims by the Company and Mr. Thukral.




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: April 27, 2018




/s/ Heather D. White





Heather D. White





Senior Vice President, General Counsel and Secretary