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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (MARK ONE) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF [X] THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTER ENDED MARCH 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-015144 GARTNER GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 04-3099750 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. Box 10212 06904-2212 56 Top Gallant Road (Zip Code) Stamford, CT (Address of principal executive offices) Registrant's telephone number, including area code: (203) 316-1111 Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO . --- --- The number of shares outstanding of the Registrant's capital stock as of March 31, 1998 was 100,661,290 shares of Common Stock, Class A. 2 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders was held on January 20, 1998. At such meeting, the stockholders elected the following persons to the Board of Directors by the following votes: The stockholders ratified the appointment of KPMG Peat Marwick LLP as independent auditors for the Company for the 1998 fiscal year. The vote was 84,452,211 for, 12,848 against and 14,904 shares abstained.
Total Vote Total Vote for Withheld from Each Director Each Director Manuel A. Fernandez 84,279,399 200,564 William O. Grabe 84,287,719 192,244 John P. Imlay 84,112,772 367,191 Max D. Hopper 84,292,206 187,757 Stephen G. Pagliuca 84,095,613 384,350 Dennis G. Sisco 84,267,006 212,957 Robert E. Weissman 83,905,717 574,246 3 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 thereunto duly authorized. Gartner Group, Inc. Date May 15, 1998 /s/ John F. Halligan ------------ ----------------------------------- John F. Halligan Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)