Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - IGATE CORP | dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 2, 2010
iGATE Corporation
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
| 000-21755 | 25-1802235 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 6528 Kaiser Drive, Fremont, CA | 94555 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(510) 896-3015
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 (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)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On November 2, 2010 upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of iGATE Corporation (the “Company”), the Board appointed Mr. W. Roy Dunbar to the Company’s Board.
There are no arrangements or understandings between Mr. Dunbar and the Company or any employee or affiliate of the Company, pursuant to which Mr. Dunbar was selected as a director. In addition, neither Mr. Dunbar nor any member of his immediate family has or will have any direct or indirect material interest in any transaction with the Company. Mr. Dunbar qualifies as an “independent director” as that term is defined by Rule 5605 of the Nasdaq listing standards.
Upon his appointment to the Board, Mr. Dunbar will be compensated in accordance with the Company’s director compensation program. The compensation structure for the Company’s directors includes: (1) annual cash compensation of $30,000 per annum which Mr. Dunbar may take in cash or shares or split between cash and shares of restricted stock as he may decide; and (2) a one time grant of 100,000 stock options to Mr. Dubar at fair market value, as of the date of his appointment, with 20,000 stock options vesting annually over a period of 5 years. If Mr. Dunbar is subsequently appointed to serve on a committee of the Board, he will receive a one-time grant of 5,000 stock options at fair market value in consideration of his service on such committee. If Mr. Dunbar is subsequently appointed as chairman of any committee of the Board, he will receive a one time grant of 20,000 stock options at fair market value, with 4,000 stock options vesting annually over a period of 5 years.
Mr. Dunbar brings extensive business experience to his new role at the Company, as described in a press release attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit 99.1 | Press release dated November 3, 2010 announcing the appointment of Mr. Dunbar to the Board. |
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.
| iGATE CORPORATION | ||
| By: | /S/ MUKUND SRINATH | |
| Name: | Mukund Srinath | |
| Title: | Corporate Secretary | |
November 3, 2010
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated November 3, 2010 announcing the appointment of Mr. Dunbar to the Board |