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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported): June 8, 2011
SAPIENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
0-28074 | 04-3130648 | |
(Commission File Number) |
(IRS Employer Identification No.) |
131 Dartmouth Street, Boston, MA | 02116 | |
(Address of Principal Executive Offices) | (Zip Code) |
(617) 621-0200
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2011, Sapient Corporation (the Company) held its 2011 Annual Meeting of Stockholders
(the 2011 Annual Meeting), at which the Companys stockholders approved the Sapient Corporation
2011 Incentive Plan (the 2011 Plan). The terms and conditions of the 2011 Plan are described in
the Companys definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange
Commission on May 2, 2011 and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a brief description of, and voting results for, each matter voted on by the
Companys stockholders at the 2011 Annual Meeting:
Proposal One Election of Directors
The Companys eight director nominees were elected to serve on the Companys Board of Directors
until its 2012 Annual Meeting of Stockholders, as follows:
Director | For | Withheld | Broker Non-Votes | |||||||||
James M. Benson
|
111,286,862 | 2,606,931 | 11,926,994 | |||||||||
Hermann Buerger
|
112,762,600 | 1,131,193 | 11,926,994 | |||||||||
Darius W. Gaskins, Jr.
|
110,069,550 | 3,824,243 | 11,926,994 | |||||||||
Jerry A. Greenberg
|
105,877,910 | 8,015,883 | 11,926,994 | |||||||||
Alan J. Herrick
|
110,983,419 | 2,910,374 | 11,926,994 | |||||||||
J. Stuart Moore
|
110,698,234 | 3,195,559 | 11,926,994 | |||||||||
Ashok Shah
|
111,665,215 | 2,228,578 | 11,926,994 | |||||||||
Vijay Singal
|
112,807,547 | 1,086,246 | 11,926,994 |
Proposal Two Appointment of Independent Registered Public Accounting Firm
The appointment of PricewaterhouseCoopers LLP as the Companys independent registered public
accounting firm for fiscal year 2011 was ratified, as follows:
For | Against | Abstained | Broker Non-Votes | |||
121,191,631
|
4,605,558 | 23,598 | N/A |
Proposal Three Stockholder Advisory Vote on Executive Compensation:
The Companys stockholders approved, on a non-binding advisory basis, the compensation paid to the
Companys named executive officers. The voting results are as follows:
For | Against | Abstained | Broker Non-Votes | |||
105,690,872 | 4,595,155 | 3,607,766 | 11,926,994 |
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Proposal Four Stockholder Advisory Vote on the Frequency of the Advisory Vote on Executive
Compensation:
A majority of the Companys stockholders selected 1 Year as the preferred frequency at which the
Company should include an advisory vote on executive compensation in future proxy statements. The
voting results are as follows:
1 Year | 2 Years | 3 Years | Abstained | Broker Non-Votes | ||||
103,985,303 | 48,026 | 6,330,777 | 3,529,687 | 11,926,994 |
The Companys Board of Directors has determined to include an annual advisory vote on the
compensation paid to the Companys executive compensation in future proxy statements until such
time as the Companys shareholders act on the next non-binding advisory vote on the frequency of
such votes.
Proposal Five Approval of the Sapient Corporation 2011 Incentive Plan:
The stockholders approved the Sapient Corporation 2011 Incentive Plan, as follows:
For | Against | Abstained | Broker Non-Votes | |||
91,836,415 | 17,565,248 | 4,492,130 | 11,926,994 |
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 hereunto duly authorized.
Date: June 14, 2011 | SAPIENT CORPORATION (Registrant) |
|||
/s/ Kyle A. Bettigole | ||||
Kyle A. Bettigole | ||||
Assistant Secretary | ||||