VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Results of Operations and Financial Condition

ME Staff 8-k

7 years ago

VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Results of Operations and Financial ConditionItem 5.02. Results of Operations and Financial Condition

On August8, 2017, Virtusa Corporation (the “Company”) announced its financial results for the first quarter ended June30, 2017. The full text of the press release issued in connection with the announcement is attached as Exhibit99.1 to this Current Report on Form8-K.

The information under this Item 5.02 in this Form8-K (including Exhibit99.1 attached hereto) is intended to be furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August3, 2017, the Company announced that Mr.Samir Dhir, currently president, banking and financial services (“BFS”), was appointed president of Virtusa, and will assume leadership of both the Company’s BFS and enterprise technology& solutions industry groups.

Mr.Dhir, age 46, prior to his appointment as president of Virtusa, served as the Company’s president of BFS since November2016 and executive vice president, chief delivery officer and head of India operations since May2013. Prior to May2013, Mr.Dhir served as our senior vice president, global delivery head and head of India operations since February2010 and as an executive officer since April1, 2011. Prior to joining the Company in February2010, Mr.Dhir worked for Wipro Technologies. Prior to his time at Wipro, Mr.Dhir worked for Avaya Inc. and Lucent Technologies in the United Kingdom. Mr.Dhir received his M.B.A. from the Warwick Business School, UK and holds a B.Tech from the Indian Institute of Technology Roorkee.

There were no changes to his compensation in connection with the new appointment, although the Company amended and restated his employment agreement to include a 24 month protection period following a termination without cause or for good reason following a change in control that occurs at any time prior to March31, 2019, after which time, such period returns to a twelve month protection period. The foregoing description of the employment agreement is qualified in its entirety by reference to the full text of the employment agreement, which is attached hereto as Exhibits 99.2 and incorporated by reference herein.

There are no family relationships between Mr.Dhir and any director or executive officer of the Company, and other than as described in this Item 5.02, Mr.Dhir has no direct or indirect material interest in any transaction required to be disclosed to Item404(a)of Regulation S-K.

Item 5.02. Regulation FD Disclosure.

On August8, 2017, the Company issued a press release, a copy of which is being furnished as Exhibit99.1 to this Current Report on Form8-K.

The information in this Item 5.02 and Exhibit99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Financial Statements and Exhibits

(d) Exhibits

The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:

99.1 Press Release issued by Virtusa Corporation on August8, 2017.

99.2† Amended and Restated Executive Agreement by and between the Company and Samir Dhir dated as of August1, 2017.

† indicates a management contract or compensation plan, contract or arrangement.

VIRTUSA CORP ExhibitEX-99.1 2 a17-14518_3ex99d1.htm EX-99.1 Exhibit 99.1 Virtusa Announces First Quarter 2018 Consolidated Financial Results · First quarter fiscal 2018 revenue of $227.3 million increased 0.6% sequentially and 10.6% year-over-year. · First quarter fiscal 2018 GAAP diluted EPS was $0.10. Non-GAAP diluted EPS was $0.25,…To view the full exhibit click here
About VIRTUSA CORPORATION (NASDAQ:VRTU)
Virtusa Corporation (Virtusa) is an information technology services company. The Company’s services include information technology (IT) and business consulting, digital enablement services, user experience (UX) design, development of IT applications, maintenance and support services, systems integration, infrastructure and managed services. Its services enable its clients to accelerate business outcomes by consolidating, rationalizing and modernizing the clients’ core customer-facing processes into one or more core systems. It delivers solutions through a global delivery model, applying advanced methods, such as Agile, a technique designed to accelerate application development. The Company uses its consulting methodology, Accelerated Solution Design (ASD). It supports the Chief Information Officers (CIOs) of its client organizations in solving their critical issues, including managing total cost of ownership, accelerating time-to-market and increasing productivity.