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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): October 2, 2020





(Exact name of registrant as specified in its charter)




Delaware   001-33625   04-3512883
(State or Other Jurisdiction
of Incorporation)
File Number)
  (IRS Employer
Identification No.)


132 Turnpike Rd
Southborough, Massachusetts
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (508389-7300


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


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:


¨                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨                   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading
  Name of each exchange on which registered
Common Stock, $0.01 par value per share   VRTU   The NASDAQ Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 5.07. Submission of Matters to a Vote of Security Holders.


On October 2, 2020, Virtusa Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of August 4, 2020, the record date for the Annual Meeting, 33,246,972 shares of the Company’s common stock were outstanding and entitled to vote (including 3,000,000 shares of common stock issuable upon conversion of the 108,000 shares of Series A Convertible Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), issued and outstanding), of which 30,398,132 shares, or 91.43%, were represented by proxy at the Annual Meeting, constituting a quorum.


The final results of voting, certified by First Coast Results, Inc., for each matter submitted to a vote of the stockholders at the Annual Meeting are set forth below.


Proposal 1: Election of Directors


(a) The Company’s stockholders elected Al-Noor Ramji and Joseph G. Doody as Class I directors, each to serve for a three-year term or until a successor is duly elected or qualified or until such director’s earlier death, resignation or removal. The results of such vote were as follows:



  Votes For   Votes Withheld  
Al-Noor Ramji   9,586,253   31,225  
Joseph G. Doody   9,588,831   28,647  


(b) The holders of Series A Preferred Stock elected the following Series A director to serve until a successor is duly elected or qualified or until such Series A director’s right to hold such office terminates. The results of such vote were as follows:


Director Name

  Votes For   Votes Withheld  
Vikram S. Pandit   3,000,000*   --  


*Represents all of the Series A Preferred Stock held by the sole holder of the Series A Preferred Stock, voted on an as-converted to common stock basis.


Proposal 2: Ratification of Appointment of Independent Registered Public Accountants


The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. The results of such vote were as follows:


Votes For

  Votes Against   Abstentions   Broker Non-Votes
30,186,135   148,643     63,354     --  


Proposal 3: Advisory Approval Vote on the Compensation of the Company’s Named Executive Officers


The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of such vote were as follows:


Votes For

  Votes Against   Abstentions   Broker Non-Votes
21,151,096   8,816,914     230,439     199,683  







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.


Date: October 8, 2020 Virtusa Corporation
  By: /s/ Ranjan Kalia
  Name:  Ranjan Kalia
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)