DEF 14A

DEF 14A 1 d122411ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Rule 14a-12

GARTNER, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined:
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

April 19, 2021

Dear Stockholder:

On behalf of the Board of Directors and Management of Gartner, Inc., you are invited to attend our 2021 Annual Meeting of Stockholders to be held on Thursday, June 3, 2021, at 10 a.m. Eastern Time, via live audio webcast over the internet at www.virtualshareholdermeeting.com/IT2021. Stockholders or their legal proxy holders can participate, submit questions, vote, and examine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2021 and using a valid control number. As always, we encourage you to vote your shares prior to the Annual Meeting.

Details of the business to be conducted at the meeting are given in the Notice of Annual Meeting of Stockholders and Proxy Statement which follow this letter. The 2020 Annual Report to Stockholders is also included with these materials.

We have mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2021 Proxy Statement and our 2020 Annual Report to Stockholders, and how to vote online on the four management Proposals put before you this year. The Notice also includes instructions on how to request a paper or email copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement and Annual Report, and proxy card or voting instruction card. Stockholders who previously either requested paper copies of the proxy materials or elected to receive the proxy materials electronically did not receive a Notice and will receive the proxy materials in the format requested.

In addition, by following the e-consent instructions in the proxy card, stockholders may go paperless in future solicitations and request proxy materials electronically by email on an ongoing basis.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to review the proxy materials and vote your shares, regardless of the number of shares you hold, as soon as possible. You may vote by proxy over the internet or by telephone using the instructions provided in the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by following the instructions on the proxy card or voting instruction card. Instructions regarding the three methods of voting are contained in the Notice, proxy card or voting instruction card.

If you have any questions about the meeting, please contact our Investor Relations Department at (203) 316-6537.

Sincerely,

LOGO

Eugene A. Hall

Chief Executive Officer



			2021 Proxy Statement \|

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date:		Thursday, June 3, 2021

Time:		10:00 a.m. Eastern Time

Location:		Attend the annual meeting online, including submitting questions and voting, at *www.virtualshareholdermeeting.com/IT2021*

Matters To Be Voted On:		(1) Election of ten members of our Board of Directors;

		(2) Approval, on an advisory basis, of the compensation of our named executive officers;

		(3) Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year; and

		(4) Approval of the Amended and Restated 2011 Employee Stock Purchase Plan.

Record Date:		April 8, 2021 – You are eligible to vote if you were a stockholder of record on this date.

Proxy Voting:		You may vote by internet, telephone or mail, regardless of whether you plan to participate in the Annual Meeting. As always, we recommend voting in advance. Please refer to the section entitled “Information Concerning Proxy Materials and the Voting of Proxies – How Can You Vote?” on page 59 of the Proxy Statement for a description of how to vote.

To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/IT2021. Online check-in will be available approximately 15 minutes before the meeting starts. Stockholders of record as of the close of business on April 8, 2021, the Record Date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered stockholders as of the Record Date during the Annual Meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/IT2021, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”), and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. For more information about how to attend the Annual Meeting online, please see “Information Concerning Proxy Materials and the Voting of Proxies – How Can I Participate in the 2021 Annual Shareholders’ Meeting?” on page 57 of the Proxy Statement.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 10:30 a.m. Eastern Time on the date specified above and at the location specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the company’s website at https://investor.gartner.com.



			2021 Proxy Statement \|

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 3, 2021: We are making this Notice of Annual Meeting, this Proxy Statement and our 2020 Annual Report available on the Internet at www.proxyvote.com and mailing copies of these Proxy Materials to certain stockholders on or about April 19, 2021. Stockholders of record at the close of business on April 8, 2021 are entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,

LOGO

Jules Kaufman

Secretary

Stamford, Connecticut

April 19, 2021



			2021 Proxy Statement \|

TABLE OF CONTENTS


GENERAL INFORMATION

The Annual Meeting and Proposals			1

THE BOARD OF DIRECTORS

General Information About Our Board of Directors			2
Director Skills, Experience and Expertise			5
Majority Vote Standard			6
Compensation of Directors			6
Director Compensation Table			7
Director Stock Ownership and Holding Period Guidelines			7

CORPORATE GOVERNANCE

Board Principles and Practices			8
Director Independence			8
Board Leadership Structure			9
Risk Oversight			9
Board and Committee Meetings and Annual Meeting Attendance			10
Committees Generally and Charters			11
Audit Committee			11
Compensation Committee			12
Governance/Nominating Committee			13
Code of Ethics and Code of Conduct			14

**PROPOSAL ONE: ELECTION OF DIRECTORS**

Nominees for Election to the Board of Directors			15

EXECUTIVE OFFICERS

General Information about our Current Executive Officers			16

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary			18
Compensation Setting Process for 2020			21
Other Compensation Policies and Information			31
Executive Stock Ownership and Holding Period Guidelines			31
Clawback Policy			31
Hedging and Pledging Policies			31
Accounting and Tax Impact			31

COMPENSATION COMMITTEE REPORT			32


COMPENSATION TABLES AND NARRATIVE DISCLOSURES

Summary Compensation Table			33
Other Compensation Table			34
Grants of Plan-Based Awards Table			35
Certain Employment Agreements with Executive Officers			36
Potential Payments upon Termination or Change in Control			39
Outstanding Equity Awards at Fiscal Year-End Table			41
Option Exercises and Stock Vested Table			43
Non-Qualified Deferred Compensation Table			43
Pay Ratio			44
Equity Compensation Plan Information			45

**PROPOSAL TWO: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS**			46

**PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

Principal Accountant Fees and Services			47
Audit Committee Report			48

**PROPOSAL FOUR: APPROVAL OF THE AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN**			49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54

TRANSACTIONS WITH RELATED PERSONS			56

PROXY AND VOTING INFORMATION

Information Concerning Proxy Materials and the Voting of Proxies			57
Stockholder Communications			61
Available Information			61
Process for Submission of Stockholder Proposals for our 2022 Annual Meeting			61
Annual Report			62

APPENDIX A: AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN			A-1



			2021 Proxy Statement \|

LOGO

56 Top Gallant Road

Stamford, Connecticut 06902

www.virtualshareholdermeeting.com/IT2021

PROXY STATEMENT

For the Annual Meeting of Stockholders to be held on June 3, 2021

GENERAL INFORMATION

The Annual Meeting and Proposals

The 2021 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, June 3, 2021, at 10:00 a.m. Eastern Time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders and described in greater detail below. This Proxy Statement and form of proxy, together with our 2020 Annual Report to Stockholders, are being furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and any adjournment of the meeting, and are first being made available to our stockholders on or around April 19, 2021. We will refer to your company in this Proxy Statement as “we”, “us”, the “Company” or “Gartner.” The four proposals to be considered and acted upon at the Annual Meeting, which are described in more detail in this Proxy Statement, are:

•

Election of ten (10) nominees to our Board of Directors;

•

Approval, on an advisory basis, of the compensation of our named executive officers;

•

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year; and

•

Approval of the Amended and Restated 2011 Employee Stock Purchase Plan.

Management does not intend to present any other items of business and is not aware of any matters other than those set forth in this Proxy Statement for action at the 2021 Annual Meeting of Stockholders. However, if any other matters properly come before the Annual Meeting, the persons designated by the Company as proxies may vote the shares of common stock (“Common Stock”) they represent in their discretion.

The 2021 Annual Meeting of Stockholders will be held in a virtual meeting format only, on the above date and time, via live audio webcast. Stockholders or their legal proxy holders can participate, submit questions, vote, and examine our stockholder list at the Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/IT2021 and using a valid control number. For more information about how to attend the Annual Meeting online, please see “Information Concerning Proxy Materials and the Voting of Proxies – How Can I Participate in the 2021 Annual Shareholders’ Meeting?” on page 57 of the Proxy Statement. As always, we encourage you to vote your shares prior to the Annual Meeting.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2020 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Gartner, Inc.