Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-14443

GARTNER, INC.

(Exact name of registrant as specified in its charter)

Delaware04-3099750
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
P.O. Box 10212
56 Top Gallant Road
Stamford,
Connecticut06902-7700
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (203) 316-1111

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.0005 par value per shareITNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required 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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of June 30, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $19.7 billion, based on the closing price as reported on the New York Stock Exchange.

As of February 17, 2022, there were 82,287,402 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 2, 2022 (the “2022 Proxy Statement”) is incorporated by reference into Part III to the extent described therein.

GARTNER, INC.

2021 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART I
ITEM 1.BUSINESS2
ITEM 1A.RISK FACTORS6
ITEM 1B.UNRESOLVED STAFF COMMENTS17
ITEM 2.PROPERTIES17
ITEM 3.LEGAL PROCEEDINGS17
ITEM 4.MINE SAFETY DISCLOSURES (not applicable)17
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES18
ITEM 6.[RESERVED]18
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS18
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK31
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA31
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE32
ITEM 9A.CONTROLS AND PROCEDURES32
ITEM 9B.OTHER INFORMATION32
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS32
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE33
ITEM 11.EXECUTIVE COMPENSATION33
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS33
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE33
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES33
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES34
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM39
CONSOLIDATED BALANCE SHEETS40
CONSOLIDATED STATEMENTS OF OPERATIONS41
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME42
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY43
CONSOLIDATED STATEMENTS OF CASH FLOWS44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS45
ITEM 16.FORM 10-K SUMMARY79
SIGNATURES80

PART I

Next: Item 1. BUSINESS.