form8k_050914.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 7, 2014
 
 
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:
 
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 7, 2014, Genpact Limited, a Bermuda company (“Genpact” or the “Company”), held its 2014 annual general meeting of shareholders (the “Annual Meeting”) at John Hancock Tower, 200 Clarendon Street, 42nd Floor, Boston, Massachusetts at 10:00 a.m. local time.  At the Annual Meeting, Genpact shareholders approved two proposals and voted against a third. 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 eleven individuals to the Board as set forth below:

 
Director
 
Number of Shares For
Number of Shares Withheld
 
Broker non-votes
 
N.V. Tyagarajan
201,177,774
3,086,683
9,549,237
 
Robert G. Scott
197,347,150
6,917,307
9,549,237
 
Amit Chandra
199,812,472
4,451,985
9,549,237
 
Laura Conigliaro
203,766,768
497,689
9,549,237
 
David Humphrey
201,875,872
2,388,585
9,549,237
 
Jagdish Khattar
203,727,799
536,658
9,549,237
 
James C. Madden
197,345,212
6,919,245
9,549,237
 
Alex Mandl
204,160,730
103,727
9,549,237
 
Mark Nunnelly
195,697,647
8,566,810
9,549,237
 
Hanspeter Spek
202,902,152
1,362,305
9,549,237
 
Mark Verdi
201,875,637
2,388,820
 
9,549,237

Proposal 2
 
Genpact shareholders ratified the appointment of KPMG as the company’s independent registered public accounting firm for the 2014 fiscal year as set forth below:
 
 
 Votes cast in favor
 211,691,408
  
 
 Votes cast against
 2,084,531
  
 
 Votes abstaining
 37,755
  
 
Proposal 3
 
Genpact shareholders voted against the approval, on an advisory basis, of the compensation of the Company’s named executive officers as set forth below:

 
 Votes cast in favor
 92,819,663
 
 Votes cast against
 110,747,519
 
 Votes abstaining
 697,275
 
 Broker non-votes
 9,549,237
 
 
 
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 9, 2014
By:
/s/ Heather White  
    Name: Heather White   
    Title: Senior Vice President