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Genpact (NYSE: G) investors approve directors, say-on-pay and KPMG

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Genpact Limited held its 2026 annual general meeting on April 23, 2026, where shareholders voted on director elections, executive pay and the auditor appointment. All ten board nominees were elected, each receiving over 128 million votes in favor, with broker non-votes of 9,589,913 for each director.

Shareholders approved, on a non-binding advisory basis, compensation for named executive officers, with 125,882,016 votes in favor, 9,847,642 against and 165,272 abstentions, plus 9,589,913 broker non-votes. They also approved appointing KPMG Assurance and Consulting Services LLP as independent registered public accounting firm for fiscal 2026, with 134,484,965 votes in favor, 10,944,301 against and 55,577 abstentions.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Highest director votes for 135,791,886 shares Votes for Brian Stevens as director at 2026 annual meeting
Lowest director votes for 128,675,764 shares Votes for James Madden as director at 2026 annual meeting
Say-on-pay votes for 125,882,016 shares Advisory approval of named executive officer compensation
Say-on-pay votes against 9,847,642 shares Advisory vote on executive compensation
Auditor appointment votes for 134,484,965 shares Approval of KPMG as independent registered public accounting firm for 2026
Auditor appointment votes against 10,944,301 shares Vote on KPMG appointment for 2026 fiscal year
Broker non-votes on proposals 1 and 2 9,589,913 shares Broker non-votes for each director and say-on-pay proposal
broker non-votes financial
"Number of Shares Abstaining | Broker Non-Votes ... 9,589,913"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis regulatory
"shareholders approved, on a non-binding, advisory basis, the compensation"
independent registered public accounting firm regulatory
"appointment of KPMG Assurance and Consulting Services LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
annual general meeting of shareholders financial
"held its 2026 annual general meeting of shareholders (the “Annual Meeting”)"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001398659FALSE00013986592026-04-232026-04-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 23, 2026
GENPACT LIMITED
(Exact name of registrant as specified in its charter)
Bermuda     001-3362698-0533350
(State or other jurisdiction
of incorporation)		   (Commission
     File Number)		(I.R.S. Employer
Identification No.)
Canon's Court, 22 Victoria Street
Hamilton HM 12, Bermuda
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (441) 298-3300
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 classTrading SymbolName of each exchange on which registered
Common shares, par value $0.01 per shareGNew York Stock Exchange
 
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 April 23, 2026, Genpact Limited, a Bermuda company (the “Company”), held its 2026 annual general meeting of shareholders (the “Annual Meeting”) at 521 Fifth Avenue, 14th Floor, New York, NY. At the Annual Meeting, Company shareholders voted on three proposals. The full results of the votes are set forth below. Each proposal is described in detail in the Company’s previously filed Proxy Statement related to the Annual Meeting.
Proposal 1

Company shareholders elected each of the nominees to the Company’s Board of Directors as set forth below:
Director
Number of Shares For
Number of Shares Against

Number of Shares Abstaining

Broker Non-Votes
Balkrishan Kalra
135,442,084404,84947,9979,589,913
James Madden
128,675,7647,166,73052,4369,589,913
Laura Conigliaro
131,407,5664,438,42648,9389,589,913
Nicholas Gangestad
135,761,34288,75244,8369,589,913
John Hinshaw135,717,053131,97245,9059,589,913
Carol Lindstrom
132,572,2003,250,90071,8309,589,913
CeCelia Morken
134,719,3481,127,58647,9969,589,913
Brian Stevens
135,791,88658,24044,8049,589,913
Thimaya Subaiya
135,760,87192,23141,8289,589,913
Mark Verdi
135,035,615806,67952,6369,589,913

Proposal 2

Company shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth below:

Votes cast in favor
125,882,016
Votes cast against
9,847,642
Votes abstaining
165,272
Broker non-votes
9,589,913

Proposal 3

Company shareholders approved the appointment of KPMG Assurance and Consulting Services LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year as set forth below:

Votes cast in favor
134,484,965
Votes cast against
10,944,301
Votes abstaining
55,577


Signature
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.
 
  GENPACT LIMITED
     
Date: April 29, 2026 By: /s/ Sydney Schaub
  Name: Sydney Schaub
  Title: Senior Vice President, Chief Legal Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Genpact (G) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three proposals: electing ten directors, approving executive compensation on a non-binding advisory basis, and appointing KPMG Assurance and Consulting Services LLP as the independent registered public accounting firm for Genpact’s 2026 fiscal year.

Were all Genpact (G) director nominees elected at the 2026 meeting?

All ten director nominees were elected. Each received more than 128 million votes in favor, with individual support ranging up to 135,791,886 votes for certain directors, alongside 9,589,913 broker non-votes reported for each director election line.

How did Genpact (G) shareholders vote on executive compensation in 2026?

Genpact shareholders approved executive compensation on a non-binding advisory basis. The vote totaled 125,882,016 shares in favor, 9,847,642 against and 165,272 abstentions, with an additional 9,589,913 broker non-votes recorded on the say-on-pay proposal.

Which audit firm did Genpact (G) shareholders approve for fiscal 2026?

Shareholders approved KPMG Assurance and Consulting Services LLP as Genpact’s independent registered public accounting firm for the 2026 fiscal year, with 134,484,965 votes cast in favor, 10,944,301 votes against and 55,577 votes abstaining on this auditor appointment proposal.

Where was Genpact (G)’s 2026 annual general meeting held?

The 2026 annual general meeting was held at 521 Fifth Avenue, 14th Floor, New York, NY. Although Genpact is incorporated in Bermuda, it conducted the shareholder meeting at this New York location for the voting on directors, pay and auditor.

How many broker non-votes were reported in Genpact (G)’s 2026 meeting results?

For proposals subject to broker voting limits, Genpact reported 9,589,913 broker non-votes. This figure appears for each director election line and the executive compensation proposal, reflecting shares present but not voted on those specific matters.

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