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EX-10.1 - EX-10.1 - SYNTEL INCd935454dex101.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)

Registrant’s 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 Syntel’s 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 Syntel’s common stock outstanding and entitled to vote. There were 79,955,467 shares of Syntel’s 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 Syntel’s 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 Syntel’s 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 Syntel’s 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
Number

    
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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