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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
SEPTEMBER 27, 2004
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GARTNER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14443 04-3099750
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
P.O. BOX 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrant's telephone number, including area code)
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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information set forth under Item 5.02, "Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers", is
incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 27, 2004, Gartner, Inc. ("Gartner") entered into a Separation
Agreement and General Release of Claims (the "Agreement") with Ms. Maureen
O'Connell pursuant to which Ms. O'Connell's position as President and Chief
Operating Officer of Gartner will be eliminated, and any and all appointments
she holds with any affiliates or subsidiaries of Gartner, whether as an officer,
director, employee, consultant, agent or otherwise, shall cease, as of October
21, 2004. Pursuant to the terms of the Agreement, Ms. O'Connell will receive,
among other things, a single lump sum severance payment equal to $3,162,500.00,
less applicable tax withholding.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Separation Agreement and General Release of Claims, dated as of September
15, 2004, by and between Gartner and Maureen O'Connell.
99.2 Press Release dated as of September 28, 2004.
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.
GARTNER, INC.
By: /s/ Christopher Lafond
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Christopher Lafond
Executive Vice President,
Chief Financial Officer
Date: September 29, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Separation Agreement and General Release of Claims, dated as of
September 15, 2004, by and between Gartner and Maureen O'Connell.
99.2 Press Release dated as of September 28, 2004.