| 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) | ||
| (Exact name of registrant as specified in its charter) | ||
| DELAWARE | ||||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices, including Zip Code) | ||
(203 ) 964-0096
(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)) | |||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2023 Annual Meeting of Stockholders of Gartner, Inc. (the “Company”) was held on June 1, 2023. With respect to the five proposals put before the stockholders, the voting results were as follows:
Proposal 1 – Election of twelve nominees to the Company’s Board of Directors:
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
Peter E. Bisson | 67,120,211 | 1,595,067 | 25,717 | 4,191,687 | ||||||||||
Richard J. Bressler | 63,123,205 | 5,590,248 | 27,542 | 4,191,687 | ||||||||||
Raul E. Cesan | 66,150,459 | 2,562,619 | 27,917 | 4,191,687 | ||||||||||
Karen E. Dykstra | 65,843,820 | 2,814,007 | 83,168 | 4,191,687 | ||||||||||
Diana S. Ferguson | 66,590,838 | 1,974,993 | 175,164 | 4,191,687 | ||||||||||
Anne Sutherland Fuchs | 61,796,617 | 6,916,872 | 27,506 | 4,191,687 | ||||||||||
William O. Grabe | 60,451,623 | 8,261,343 | 28,029 | 4,191,687 | ||||||||||
José M. Gutiérrez | 68,368,932 | 337,709 | 34,354 | 4,191,687 | ||||||||||
Eugene A. Hall | 67,317,725 | 1,310,901 | 112,369 | 4,191,687 | ||||||||||
Stephen G. Pagliuca | 66,352,905 | 2,361,651 | 26,439 | 4,191,687 | ||||||||||
Eileen M. Serra | 67,283,187 | 1,367,998 | 89,810 | 4,191,687 | ||||||||||
James C. Smith | 63,426,131 | 5,287,894 | 26,970 | 4,191,687 | ||||||||||
Proposal 2 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
Votes For | 63,282,612 | ||||
Votes Against | 5,371,830 | ||||
Abstentions | 86,553 | ||||
Broker Non-Votes | 4,191,687 | ||||
Proposal 3 – Vote, on an advisory basis, on the frequency of future stockholder advisory votes on the Company’s executive compensation:
Every Year | 66,879,636 | ||||
Every Two Years | 40,623 | ||||
Every Three Years | 1,795,256 | ||||
Abstentions | 25,480 | ||||
| Broker Non-Votes | 4,191,687 | ||||
Proposal 4 – Approval of the Gartner, Inc. Long-Term Incentive Plan:
Votes For | 65,643,293 | ||||
Votes Against | 3,060,444 | ||||
Abstentions | 37,258 | ||||
| Broker Non-Votes | 4,191,687 | ||||
Proposal 5 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year:
Votes For | 70,042,895 | ||||
Votes Against | 2,870,120 | ||||
Abstentions | 19,667 | ||||
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. | ||||||||
Date: June 2, 2023 | By: | /s/ Craig W. Safian | ||||||
Craig W. Safian Executive Vice President and Chief Financial Officer | ||||||||