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 7, 2017
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)) |
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. |
Syntel, Inc. (“Syntel”) held its annual meeting of shareholders on Wednesday, June 7, 2017 (the “Meeting”). As of the record date for the Meeting, April 12, 2017, there were 83,635,155 shares of Syntel’s common stock outstanding and entitled to vote. There were 79,587,709 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 following nominees, constituting the entirety of Syntel’s Board of Directors, were elected to serve for one year terms lasting until the next annual meeting of shareholders in 2018:
| Number of Shares | ||||||||||||
| FOR | WITHHELD | BROKER NON- VOTES |
||||||||||
| Paritosh K. Choksi |
73,855,395 | 1,425,526 | 4,306,788 | |||||||||
| Bharat Desai |
74,125,343 | 1,155,578 | 4,306,788 | |||||||||
| Thomas Doeke |
74,475,859 | 805,062 | 4,306,788 | |||||||||
| Rajesh Mashruwala |
74,296,500 | 984,421 | 4,306,788 | |||||||||
| Prashant Ranade |
74,127,724 | 1,153,197 | 4,306,788 | |||||||||
| Vinod K. Sahney |
74,432,873 | 848,048 | 4,306,788 | |||||||||
| Rex E. Schlaybaugh, Jr. |
74,472,646 | 808,275 | 4,306,788 | |||||||||
| Neerja Sethi |
74,132,331 | 1,148,590 | 4,306,788 | |||||||||
Proposal 2: The compensation of the named executive officers received advisory approval:
| Number of Shares | ||||||
| FOR |
AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 73,269,144 | 1,981,572 | 30,205 | 4,306,788 | |||
Proposal 3: The frequency of votes on named executive officer compensation received advisory approval for holding the vote every year:
| Number of Shares | ||||||||
| ONE YEAR |
TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON- VOTES | ||||
| 73,898,328 | 15,208 | 1,328,742 | 38,643 | 4,306,788 | ||||
Syntel has determined to follow the shareholders’ recommendation on the frequency of shareholder advisory votes on named executive officer compensation and will hold advisory votes on its named executive officer compensation annually until the next vote on frequency, which will be no later than Syntel’s Annual Meeting of Shareholders in 2023.
Proposal 4: The appointment of Crowe Horwath LLP as Syntel’s independent registered public accounting firm for fiscal year 2017 was ratified:
| Number of Shares | ||||||
| FOR |
AGAINST | ABSTAIN | BROKER NON- VOTES | |||
| 78,904,091 | 671,687 | 11,931 | -0- | |||
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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 8, 2017 | By | /s/ Daniel M. Moore | |||||
| Daniel M. Moore, Chief Administrative Officer | ||||||||
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