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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)
December 12, 2011
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GARTNER, INC. |
(Exact name of registrant as specified in its charter) |
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DELAWARE | | 1-14443 | | 04-3099750 |
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(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrant’s telephone number, including area code)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 12, 2011, Gartner, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with ValueAct Capital Master Fund, L.P., a British Virgin Islands limited partnership (“VAC”), pursuant to which the Company agreed to purchase an aggregate of 1,648,434 shares of the Company’s common stock from VAC at a price of $35.20 per share, for a total purchase price of $58,024,876.80.
The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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EXHIBIT NO. | | DESCRIPTION |
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10.1 | | Stock Purchase Agreement, dated as of December 12, 2011, by and between Gartner, Inc. and ValueAct Capital Master Fund, L.P. |
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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| Gartner, Inc. |
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Date: December 13, 2011 | By: | /s/ Christopher J. Lafond |
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| | Christopher J. Lafond
Executive Vice President,
Chief Financial Officer |
EXHIBIT INDEX
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EXHIBIT NO. | | DESCRIPTION |
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10.1 | | Stock Purchase Agreement, dated as of December 12, 2011, by and between Gartner, Inc. and ValueAct Capital Master Fund, L.P. |
