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EX-10.1 - EX-10.1 - SYNTEL INC | d935454dex101.htm |
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 2, 2015
Syntel, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Michigan | 000-22903 | 38-2312018 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
525 E. Big Beaver Road, Suite 300, Troy, Michigan | 48083 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (248) 619-2800
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Syntel, Inc. (Syntel) has approved the recommendation by its Compensation Committee and its Nominating and Corporate Governance Committee to change non-employee director compensation by changing the restriction period for restricted stock units granted to directors. Effective June 1, 2015, the restriction period on restricted stock units granted to non-employee directors upon their being elected to the Board of Directors no longer ceases upon the occurrence of the next annual shareholder meeting. Instead, the restriction period for restricted stock units granted to non-employee directors upon their being elected to the Board of Directors ceases for each director on the day upon which he or she ceases to serve on Syntels Board of Directors. The form of the restricted stock unit agreement as revised to effectuate this change is attached as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Syntel held its annual meeting of shareholders on Tuesday, June 2, 2015 (the Meeting) in Troy, Michigan. As of the record date for the Meeting, April 7, 2015, there were 83,748,268 shares of Syntels common stock outstanding and entitled to vote. There were 79,955,467 shares of Syntels common stock represented in person or by proxy at the Meeting. The final vote of the shareholders on the proposals presented at the Meeting follows:
Proposal 1: The shareholders elected the following director nominees, constituting the entirety of Syntels Board of Directors, to serve for one year terms lasting until the next annual meeting of shareholders in 2016. The shareholder vote for each director nominee was:
FOR | Number of Shares WITHHELD |
BROKER NON- VOTES |
||||||||||
Paritosh K. Choksi |
77,110,405 | 1,011,572 | 1,833,490 | |||||||||
Bharat Desai |
76,551,296 | 1,570,681 | 1,833,490 | |||||||||
Thomas Doke |
77,324,524 | 797,453 | 1,833,490 | |||||||||
Rajesh Mashruwala |
77,129,993 | 991,984 | 1,833,490 | |||||||||
George R. Mrkonic, Jr. |
77,069,525 | 1,052,452 | 1,833,490 | |||||||||
Nitin Rakesh |
77,432,217 | 689,760 | 1,833,490 | |||||||||
Prashant Ranade |
76,699,242 | 1,422,735 | 1,833,490 | |||||||||
Vinod K. Sahney |
77,636,658 | 485,319 | 1,833,490 | |||||||||
Neerja Sethi |
76,825,877 | 1,296,100 | 1,833,490 |
Proposal 2: The shareholders approved an amendment to Syntels Restated Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares. The shareholder vote was:
Number of Shares | ||||||
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
78,736,515 |
1,179,100 | 39,852 | -0- |
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Proposal 3: The shareholders ratified the appointment of Crowe Horwath LLP as Syntels independent registered public accounting firm for fiscal year 2015. The shareholder vote was:
Number of Shares | ||||||
FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
79,721,008 |
197,618 | 36,841 | -0- |
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit |
||
10.1 | Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors. |
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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.
Syntel, Inc. (Registrant) | ||||||
Date June 3, 2015 | By | /s/ Daniel M. Moore | ||||
Daniel M. Moore, Chief Administrative Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
10.1 | Form of Restricted Stock Unit Grant Agreement for Non-Employee Directors. |
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