Gartner 8-K 2011
Date of Report (Date of earliest event reported)
December 12, 2011
P.O. Box 10212
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 Companys 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.
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.