form8-k.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 10, 2011
 
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, 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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

 
 
 

 
Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 10, 2011, Genpact Limited, a Bermuda company (“Genpact” or the “ Company ”) held its annual meeting of shareholders (the “Annual Meeting”) in Gurgaon, India. At the Annual Meeting, Genpact shareholders approved five proposals. The proposals are described in detail in Genpact’s previously filed Proxy Statement related to the Annual Meeting.

Proposal 1

    Genpact shareholders elected ten individuals to the Board as set forth below:

 
Votes cast in favor
    Votes withheld
Pramod Bhasin
191,131,990
     820,702
Robert G. Scott
191,312,352
     640,340
John Barter
191,309,927
             642,765
Steven A. Denning
187,298,740
     4,653,952
Mark F. Dzialga
187,298,739
       4,653,953
Douglas M. Kaden
191,312,370
          640,322
Jagdish Khattar
191,311,052
          641,640
James C. Madden
191,258,406
          694,286
Denis J. Nayden
189,399,452
       2,553,240
A. Michael Spence
189,590,014
       2,362,678

Proposal 2
 
Genpact shareholders ratified the appointment of KPMG as the company’s independent registered public accounting firm for the 2011 fiscal year as set forth below:
 
Ratification of Independent Registered Public Accounting Firm
  
Votes cast in favor
211,973,614
Votes cast against
50,799
Votes abstaining
13,236

Proposal 3
 
Genpact shareholders approved the amendment and restatement of the 2007 Omnibus Incentive Plan as set forth below:
 
Approval of the Amendment and Restatement of the 2007 Omnibus Incentive Plan
  
Votes cast in favor
190,701,472
Votes cast against
1,152,336
Votes abstaining
98,884
Broker non-votes
20,084,957

Proposal 4
 
Genpact shareholders approved a non-binding advisory vote to approve the compensation of the Company’s named executive officers as set forth below:
 
Approval of a non-binding advisory vote to approve the compensation of the Company’s named executive officers
  
Votes cast in favor
139,969,757
Votes cast against
50,630,808
Votes abstaining
1,352,127
Broker non-votes
20,084,957

Proposal 5
 
Genpact shareholders recommended on a non-binding advisory basis to hold a non-binding advisory vote for approval of the compensation of the Company’s named executive officers every three years as set forth below:
 
Recommendation on frequency to hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers
  
Votes cast for one year
54,283,581
Votes cast for two years
133,595
Votes cast for three years
137,509,141
Votes abstaining
26,375
Broker non-votes
20,084,957

Based on these results and consistent with the Board’s previous recommendation, the Board has determined that the Company will hold an advisory vote to approve the compensation of the Company’s named executive officers every three years.
 
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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 13, 2011
By:
/s/ Heather White
  
 
Name:
Heather White
 
Title:
Vice President
     
         
 

 

 
 
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