Business Context and Reporting Period
This Form 8-K reports the results of the 2025 Annual Meeting of Stockholders for Gartner, Inc., held on May 29, 2025. The filing details the voting outcomes for three proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
No material financial changes are reported in this document. The filing solely addresses the ratification of corporate actions taken at the annual meeting.
Outlook, Risks, and Voting Results
The filing details the following voting results for the three proposals:
- Proposal 1 (Election of Directors): All eleven nominees were elected. While most received overwhelming support, two directors faced significant dissent:
- William O. Grabe: Received 10,113,701 votes against (approx. 15.3% of total votes cast).
- Anne Sutherland Fuchs: Received 5,798,756 votes against (approx. 8.8% of total votes cast).
- Richard J. Bressler: Received 5,451,880 votes against (approx. 8.2% of total votes cast).
- Proposal 2 (Say-on-Pay): The advisory approval of executive compensation passed with 61,438,783 votes for and 4,673,262 votes against.
- Proposal 3 (Auditor Ratification): The appointment of KPMG LLP was ratified with 66,531,137 votes for and 4,303,766 votes against.
Investor Verification Checklist
- Verify the specific reasons for the elevated "Against" votes for directors William O. Grabe, Anne Sutherland Fuchs, and Richard J. Bressler.
- Review the company's proxy statement for the 2025 Annual Meeting to understand the context of the Say-on-Pay vote dissent.
- Confirm the tenure and committee assignments of the directors receiving the highest dissent to assess potential governance risks.