VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

On July27, 2017, based on the recommendation of our nominating and corporate governance Committee, the Board of Directors of Virtusa Corporation (the “Company”) approved a further amendment and restatement of the Company’s amended and restated by-laws to institute a majority voting standard under which a director nominee is only elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (except when a different vote is required by law, the Company’s certificate of incorporation or any certificates of powers, designations, preferences and rights of any class or series of stock). Abstentions and broker non-votes are not considered votes “for” or “against” the candidate.Prior to the amendment, the Company’s By-laws provided that at each annual meeting of stockholders, director nominees would be elected by a plurality of the votes cast at such meeting (except when a different vote is required by law, the Company’s certificate of incorporation or any certificates of powers, designations, preferences and rights of any class or series of stock).

The new majority voting standard will apply to all future uncontested elections of directors other than the SeriesA Director which is elected by a majority of the SeriesA Preferred Stock as provided for in the Certificate of the Powers, Designations, Preferences and Rights of the Company’s SeriesA Convertible Preferred Stock. A director nominee will be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. An incumbent director who is nominated for election and fails to receive a majority of the votes cast for such director’s reelection would be required to promptly deliver to the Board of Directors an irrevocable offer to resign from the Board of Directors. The nominating and corporate governance committee of the Board of Directors will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the recommendation of such committee and will publicly disclose its decision within 90 days from the date of the certification of the election results. In a contested election, a plurality voting standard will continue to apply to director elections other than the SeriesA Director which is elected by a majority of the SeriesA Preferred Stock. A contested election will generally include any situation in which we receive a notice that a stockholder has nominated a person for election to the Board of Directors at a meeting of stockholders.

The foregoing description of the Company’s amended and restated By-laws is qualified in its entirety by reference to the amended and restated By-laws of the Company, which is attached hereto as Exhibit3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit relates to Item 9.01: