Gartner 8-K 2024-06-06

Filed 2024-06-11. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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)
June 6, 2024
GARTNER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE1-1444304-3099750
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

P.O. Box 10212

56 Top Gallant Road

Stamford, CT 06902-7747

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

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 2024 Annual Meeting of Stockholders of Gartner, Inc. (the “Company”) was held on June 6, 2024. With respect to the three proposals put before the stockholders, the voting results were as follows:

Proposal 1 – Election of twelve nominees to the Company’s Board of Directors:

NameForAgainstAbstainBroker Non-Votes
Peter E. Bisson66,578,9781,845,46022,2934,104,928
Richard J. Bressler63,442,0604,983,42721,2444,104,928
Raul E. Cesan66,347,6452,076,72222,3644,104,928
Karen E. Dykstra66,215,5982,210,22120,9124,104,928
Diana S. Ferguson66,554,7571,871,12520,8494,104,928
Anne Sutherland Fuchs61,645,3626,780,46520,9044,104,928
William O. Grabe56,445,63411,979,00622,0914,104,928
José M. Gutiérrez68,006,223419,12121,3874,104,928
Eugene A. Hall67,276,1731,149,69920,8594,104,928
Stephen G. Pagliuca65,952,9912,472,56721,1734,104,928
Eileen M. Serra67,675,416750,11021,2054,104,928
James C. Smith63,070,0635,355,07221,5964,104,928

Proposal 2 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

Votes For62,885,497
Votes Against5,528,950
Abstentions32,284
Broker Non-Votes4,104,928

Proposal 3 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year:

Votes For69,135,595
Votes Against3,396,769
Abstentions19,295

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 11, 2024By:/s/ Craig W. Safian
Craig W. Safian Executive Vice President and Chief Financial Officer