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): May 20, 2020

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

Victoria Place, 5^th Floor, 31 Victoria Street

Hamilton HM 10, Bermuda

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (441) 294-8000

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On May 20, 2020, the Board of Directors (the “Board”) of Genpact Limited, a Bermuda company (the “Company”), appointed Brian Stevens to the Board effective immediately.  The Board has not yet determined on which Board committees, if any, Mr. Stevens will serve.

Mr. Stevens, age 56, is the executive chairman of Neural Magic, a startup founded by a team of professors, research scientists, and former graduate students from the Massachusetts Institute of Technology.  Previously, Mr. Stevens was at Google Cloud from 2014 to 2019, most recently as vice president and chief technology officer. Prior to that, he worked at Red Hat, Inc. from 2001 to 2014, most recently as executive vice president of worldwide engineering and chief technology officer.  Mr. Stevens also currently serves as a director of Nutanix, Inc., a cloud computing company, and as an advisor to ClimaCell, a micro weather forecasting company, and CapitalG, a private growth equity investment fund that is part of Alphabet Inc.

In accordance with the Company’s compensation program for non-employee directors, Mr. Stevens will receive an annual base retainer of $70,000.  He will also receive an annual grant of restricted share units with a value of $175,000 based on the closing share price of a Company common share on the grant date. Mr. Stevens has also entered into the Company’s standard form of indemnification agreement for directors of the Company.  

On May 20, 2020, the Company held its 2020 annual general meeting of shareholders (the “Annual Meeting”) in a virtual format.  At the Annual Meeting, Company shareholders voted on three proposals.  The full results of the votes are set forth below. Each proposal is described in detail in the Company’s previously filed Proxy Statement related to the Annual Meeting.

Proposal 1

Company shareholders elected each of the nominees to the Company’s Board as set forth below:

Proposal 2

Company shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:

Proposal 3

Company shareholders approved the appointment of KPMG as the Company’s independent registered public accounting firm for the 2020 fiscal year as set forth below:

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.