- Current report filing (8-K)
July 08 2009 - 10:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 6,
2009
iGATE Corporation
(Exact Name of
Registrant as Specified in Its Charter)
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Pennsylvania
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(State or Other Jurisdiction of Incorporation)
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000-21755
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25-1802235
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(Commission File Number)
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(IRS Employer Identification No.)
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6528 Kaiser Drive, Fremont, CA
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94555
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(Address of Principal Executive Offices)
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(Zip Code)
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(510) 896-3015
(Registrants Telephone Number, Including Area Code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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On July 6, 2009, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the Board) of iGATE Corporation
(the Company), the Board appointed Martin G. McGuinn to the Companys Board of Directors. Upon his appointment to the Board, Mr. McGuinn will also be appointed to the Compensation and Audit Committees of the Board.
There are no arrangements or understandings between Mr. McGuinn and the Company or any employee or affiliate of the Company, pursuant to which Mr. McGuinn
was selected as a director. In addition, neither Mr. McGuinn nor any member of his immediate family has or will have any direct or indirect material interest in any transaction with the Company. Mr. McGuinn qualifies as an
independent director as that term is defined by Rule 5605(A)(2) of the Nasdaq listing standards.
Upon his appointment to the Board,
Mr. McGuinn will be compensated in accordance with the Companys director compensation program. The compensation structure for the Companys directors includes: (1) annual cash compensation of $30,000 per annum which
Mr. McGuinn may take in cash or shares or split between cash and shares of restricted stock as he may decide, (2) a one time grant of 100,000 stock options to Mr. McGuinn at fair market value, as of the date of his appointment, with
20,000 stock options vesting annually over a period of 5 years, (3) a one time grant of 20,000 stock options at fair market value should Mr. McGuinn serve as Chairman of any Committee of the Board with 4,000 stock options vesting annually
over a period of 5 years, and (4) a one time grant of 10,000 stock options (5,000 stock options per committee) at fair market value, as of the date of his appointment, for Mr. McGuinns appointment to the Audit and Compensation
Committees of the Board, with 2,000 stock options vesting annually over a period of 5 years.
Including his position as the former Chairman and Chief
Executive Officer of Mellon Financial Corporation, a global financial services company headquartered in Pittsburgh, Mr. McGuinn brings extensive business experience to his new role at the Company, as described in a press release attached hereto
as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit 99.1
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Press release dated July 8, 2009 announcing the appointment of Mr. McGuinn to the Board.
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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.
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iGATE CORPORATION
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By:
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/s/ Mukund Srinath
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Name:
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Mukund Srinath
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Title:
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Corporate Secretary
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July 8, 2009
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated July 8, 2009 announcing the appointment of Mr. McGuinn to the Board.
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