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)
GARTNER, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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1-14443
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04-3099750 |
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
Incorporation)
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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))
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on
Form 8-K, including
Exhibit 99.1, shall not be deemed to be
“filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the
liability of that section, and shall not be
incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPALS OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
On
July 27, 2005, Glenn H. Hutchins resigned from the Board of Directors of
the Company.
Additionally, on
July 27, 2005 the Board of Directors of
the Company elected John R. Joyce
to fill Mr. Hutchins’s term. Messrs. Hutchins and Joyce, as well as Michael J. Bingle, who is also
a member of the Board of Directors of
the Company, are managing directors of Silver Lake Partners,
L.P. which owns approximately 34% of
the Company’s outstanding common stock. Mr. Joyce also was
appointed to Mr. Hutchins’s position on
the Company’s Governance Committee. Mr. Hutchins cited time
commitments from other Silver Lake Partners’ investments as his reason for deciding to leave the
Board of Directors of
the Company at this time.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits