g-8k_20180508.htm

 

 

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): May 8, 2018

 

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

 

 

Bermuda

001-33626

98-0533350

(State or other jurisdiction

of incorporation)

(Commission

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.   

 

 

 


 

Item 5.02

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

On May 8, 2018, at a regularly scheduled meeting of the Compensation Committee (the “Committee”) of the Board of Directors of Genpact Limited, a Bermuda company (“Genpact” or the “Company”), the Committee approved an increase in the annual base salary of N.V. Tyagarajan, the Company’s President and Chief Executive Officer, from $630,000 to $750,000.  The increase is effective as of June 1, 2018 and is the first increase in Mr. Tyagarajan’s base salary since September 2012.  

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 8, 2018, the Company held its 2018 annual general meeting of shareholders (the “Annual Meeting”) at the Fairmont Chicago Millennium Park Hotel, 200 N Columbus Drive, Chicago, Illinois 60601 at 10:00 a.m. local time.  At the Annual Meeting, Genpact shareholders voted on four proposals.  The full results of the votes are set forth below. Each proposal is described in detail in Genpact’s previously filed Proxy Statement related to the Annual Meeting.

Proposal 1

Genpact shareholders elected each of the nominees to the Company’s Board of Directors as set forth below:

 

Director

Number of Shares For

Number of Shares Against

 

Number of Shares Abstaining

 

Broker Non-Votes

 

N.V. Tyagarajan

166,405,928

432,655

28,291

6,269,406

 

Robert Scott

166,180,878

657,577

28,419

6,269,406

 

Amit Chandra

140,030,781

26,807,738

28,355

6,269,406

 

Laura Conigliaro

166,736,416

106,471

23,987

6,269,406

 

David Humphrey

166,183,828

654,549

28,497

6,269,406

 

Carol Lindstrom

166,682,027

161,160

23,687

6,269,406

 

James Madden

163,011,931

3,826,400

28,543

6,269,406

 

Alex Mandl

166,728,794

108,307

29,773

6,269,406

 

CeCelia Morken

166,737,788

105,291

23,795

6,269,406

 

Mark Nunnelly

166,440,697

397,567

28,610

6,269,406

 

Mark Verdi

166,679,565

158,666

28,643

6,269,406

Proposal 2

Genpact shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:

 

 

Votes cast in favor

161,710,561

 

 

 

 

Votes cast against

3,802,017

 

 

 

 

Votes abstaining

1,354,296

 

 

 

 

Broker non-votes

6,269,406

 

 

 

Proposal 3

Genpact shareholders voted to approve the amendment and restatement of the Genpact Limited U.S. Employee Stock Purchase Plan and International Employee Stock Purchase Plan, each in the form set forth in Exhibit 1 to the previously filed Proxy Statement related to the Annual Meeting, as set forth below:

 

 

Votes cast in favor

165,100,493

 

 

 

 

Votes cast against

1,740,541

 

 

 

 

Votes abstaining

25,840

 

 

 

 

Broker non-votes

6,269,406

 

 

 

Proposal 4

Genpact shareholders approved the appointment of KPMG as the Company’s independent registered public accounting firm for the 2018 fiscal year as set forth below:

 

 

Votes cast in favor

171,707,920

 

 

 

 

Votes cast against

1,346,107

 

 

 

 

Votes abstaining

82,253

 

 

 

 


 

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

 

 

 

Date: May 11, 2018

 

By:

/s/ Heather D. White        

 

 

Name:

Heather D. White

 

 

Title:

Senior Vice President, General Counsel and Secretary