VIRTUSA CORPORATION (NASDAQ:VRTU) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders
Virtusa Corporation’s (the “Company”) annual meeting of shareholders was held on Thursday, September7, 2017 in Westborough Massachusetts. The matters voted on and the results of the vote were as follows:
1. (a)The Company’s shareholders elected the following class I directors to each serve for a three year term or until a successor is elected or qualified or until his earlier resignation or removal.
|
DIRECTORNOMINEE |
FOR |
WITHHELD |
NONVOTES |
|
William K. O’Brien |
28,364,544 |
573,681 |
1,752,989 |
|
Al-Noor Ramji |
28,342,849 |
595,376 |
1,752,989 |
|
Joseph G. Doody |
28,162,780 |
775,445 |
1,752,989 |
(b)The holders of the SeriesA Convertible Preferred Stock elected the following SeriesA director to serve until a successor is elected or qualified or until such SeriesA director’s right to hold the office terminates.
|
SERIESANOMINEE |
FOR |
AGAINST |
ABSTAIN |
|
Vikram S. Pandit |
108,000* |
*Represents all of the SeriesA Convertible Preferred Stock held by the holder of the SeriesA Convertible Preferred Stock.
2. Our shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2018.
NumberofVotes
|
FOR |
AGAINST |
ABSTAIN |
|
30,521,099 |
163,346 |
6,769 |
3. To approve, on an advisory basis, the compensation of our named executive officers.
NumberofVotes
|
FOR |
AGAINST |
ABSTAIN |
NONVOTES |
|
10,535,929 |
17,745,649 |
656,647 |
1,752,989 |
4. To approve, on an advisory basis, the frequency of holding future advisory votes on the compensation of our named executive officers.
NumberofVotes
|
1YEAR |
2YEAR |
3YEAR |
ABSTAIN |
NONVOTES |
|
27,076,373 |
4,219 |
1,529,822 |
327,811 |
1,752,989 |
Based on the votes set forth above, the Company’s stockholders approved, on anon-binding,advisory basis, a frequency of 1 Year for thenon-binding,advisory vote on the compensation of the Company’s named executive officers. The Company considered these voting results and other factors, and has determined that the Company will hold future advisory votes on its executive compensation on an annual basis until the next required vote on the frequency of shareholder votes on the compensation of its named executive officers.