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): September 8, 2011
VIRTUSA CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | | 001-33625 | | 04-3512883 |
(State or Other
Jurisdiction of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2000 West Park Drive
Westborough, Massachusetts | | 01581 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (508) 389-7300
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders
Virtusa Corporation (the “Company”) held its annual meeting of stockholders on Thursday, September 8, 2011 at the Company’s offices in Westborough, Massachusetts to consider and vote on the matters listed below. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on July 27, 2011. The matters voted upon and the final voting results from the meeting are as set forth below:
Proposal 1
Votes regarding the election of the persons named below as class I directors to the board of directors, each to serve for a three year term or until a successor is elected or qualified or until his earlier resignation or removal, were as follows:
Number of Votes
DIRECTOR NOMINEE | | FOR | | WITHHELD | | NON VOTES | |
| | | | | | | |
Robert Davoli | | 19,669,799 | | 269,538 | | 1,290,194 | |
William K. O’Brien | | 19,852,849 | | 86,488 | | 1,290,194 | |
Al-Noor Ramji | | 19,886,876 | | 52,461 | | 1,290,194 | |
Proposal 2
Votes to approve of the Company’s Executive Variable Cash Compensation Plan, as amended and restated, were as follows:
Number of Votes
FOR | | AGAINST | | ABSTAIN | | NON VOTES | |
| | | | | | | |
19,754,444 | | 179,082 | | 5,811 | | 1,290,194 | |
Proposal 3
Votes regarding the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012 were as follows:
Number of Votes
FOR | | AGAINST | | ABSTAIN | |
| | | | | |
21,216,815 | | 10,217 | | 2,499 | |
Proposal 4
Votes regarding the non-binding, advisory proposal approving the compensation of the Company’s named executive officers were as follows:
Number of Votes
FOR | | AGAINST | | ABSTAIN | | NON VOTES | |
| | | | | | | |
19,858,489 | | 68,857 | | 11,991 | | 1,290,194 | |
Proposal 5
Votes regarding the non-binding, advisory proposal on the frequency of holding the advisory vote on the compensation of the Company’s named executive officers were as follows:
Number of Votes
ONE YEAR | | TWO YEAR | | THREE YEAR | | ABSTAIN | | NON VOTES | |
| | | | | | | | | |
19,101,168 | | 191,102 | | 645,352 | | 1,715 | | 1,290,194 | |
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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.
| Virtusa Corporation |
| |
Date: September 13, 2011 | By: | /s/ Ranjan Kalia |
| | Ranjan Kalia |
| | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
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