þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 04-3099750 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
P.O. Box 10212
56 Top Gallant Road Stamford, CT |
06902-7700 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $.0005 par value per share | New York Stock Exchange |
Yes þ | No o |
Yes o | No þ |
Yes þ | No o |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Yes o | No þ |
Document | Parts Into Which Incorporated | |
|
||
Proxy Statement for the Annual Meeting
of Stockholders to be held
June 4, 2009 (Proxy Statement)
|
Part III |
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Research
provides insight for CIOs, IT professionals, technology companies and the investment
community through reports and briefings, access to our analysts, as well as peer networking
services and membership programs designed specifically for CIOs and other senior executives.
Consulting
consists primarily of consulting, measurement engagements and strategic advisory
services (paid one-day analyst engagements) (SAS), which provide assessments of cost,
performance, efficiency and quality focused on the IT industry.
Events
consists of various symposia, conferences and exhibitions focused on the IT industry.
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RESEARCH.
The Gartner core global research product is the fundamental building block for all
Gartner services and covers all IT markets, topics and industries. We combine our proprietary
research methodologies with extensive industry and academic relationships to create Gartner
solutions. Our research agenda is defined by clients needs, focusing on the critical issues,
opportunities and challenges they face every day. Our research analysts are in regular contact
with both technology providers and technology users, enabling them to identify the most
pertinent topics in the IT marketplace and develop relevant product enhancements to meet the
evolving needs of users of our research. Our proprietary research content, presented in the
form of reports, briefings, updates and related tools, is delivered directly to the clients
desktop via our website and/or product-specific portals.
Our research analysts provide in-depth analysis on all aspects of technology, including
hardware, software and systems, services, IT management, market data and forecasts, and vertical
industry issues. Clients typically sign contracts that provide access to our research content for
individual users over a defined period of time. The research contracts are renewed on an ongoing
basis; to date, we have enjoyed strong research client retention, with 82% of user organizations
renewing their contracts in 2008, as well as 98% wallet retention, a measure of the dollar amount
of contract value we have retained with clients over the prior year.
Our strategy is to align our service and product offerings around individual roles within
targeted key client groups. For example, Gartner Executive Programs (EP) comprises exclusive
membership programs designed to help CIOs, senior IT executives and other business executives
become more effective in their enterprises. An EP membership leverages the knowledge and
expertise of Gartner in ways that are specific to the CIOs needs and offers role-based offerings
and member-only communities for peer-based collaboration. Our 3,733 EP members also receive
advice and counsel from an executive partner who understands their goals and can ensure the most
effective level of support from Gartner.
Our End-User Programs focus on the needs of the IT end-user market with a variety of product
offerings. Gartner for IT Leaders currently provides eight role-based research offerings to assist
end-user IT leaders with effective decision making. These products align a clients specific
job-related challenges with appropriate Gartner analysts and insight, and connect IT leaders to
IT peers who share common business and technology issues.
Our Industry Advisory Services address technology issues and topics with a focus on their
impacts on specific vertical industries.
Our High Tech & Telecom Programs focus on the needs of high-technology and telecommunications
service providers, professional services firms and IT investors to help them be more successful
in their specific job roles within their particular sub-industry. We leverage Gartner research
and other information into industry-specific expertise and solutions. Gartner for Business
Leaders, a new product suite we rolled out in 2007, provides a series of role-based offerings
designed to help business leaders and executives in the technology and communications industry be
more successful.
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Gartner Invest provides premium research focused on the needs of institutional investors who
invest in technology companies.
CONSULTING.
Gartner consultants provide fact-based consulting services to help our clients
use and manage IT to enable business performance. We seek to accomplish three major outcomes
for our clients: applying IT to drive improvements in business performance; creating
sustainable IT efficiency that ensures a constant return on IT investments; and strengthening
the IT organization and operations to ensure high-value services to the clients lines of
business and to enable the client to adapt to business changes.
We utilize our benchmarking capabilities and our business solutions to drive these outcomes.
Our benchmarking capabilities are provided as information offerings. Our business solutions,
enabled by benchmarking, include IT Transformation, IT Optimization, Sourcing Optimization and
Business Enablement. We deliver our consulting solutions by capitalizing on Gartner assets that
are invaluable to IT decision making, including: (1) our research, which ensures that our
consulting analyses and advice are based on a deep understanding of the IT environment and the
business of IT; (2) our market independence, which keeps our consultants focused on our clients
success; and (3) our market-leading benchmarking capabilities, which provide relevant comparisons
and best practices to assess and improve performance.
EVENTS.
Gartner symposia and conferences are gatherings of technologys most senior IT
professionals, business strategists, and practitioners. Symposia and conferences give clients
live access to insights developed from our latest proprietary research in a concentrated way.
Informative sessions led by Gartner analysts are augmented with technology showcases, peer
exchange, analyst one-on-one meetings, workshops and keynotes by technologys top leaders.
Symposia and conferences, which are not limited to Gartner research clients, also provide
participants with an opportunity to interact with business executives from the worlds leading
technology companies. In 2008, the 70 Gartner events we held throughout the United States,
Europe, Latin America and the Asia/Pacific region attracted over 41,000 attendees.
Gartner conferences attract high-level IT and business professionals who seek in-depth knowledge
about technology products and services. Gartner Symposia are large, strategic conferences held in
various locations throughout the world for senior IT and business professionals. Symposia are
combined with ITxpo, an exhibition where the latest technology products and solutions are
demonstrated. We also offer conferences in many locations around the world on specialized topics
such as security, outsourcing, wireless technology, and the impact of IT on the public sector and
the utilities, media and financial services industries.
Superior IT Research Content We believe that we create the broadest, highest-quality and
most relevant research coverage of the IT industry. Our research analysis generates unbiased
insight that we believe is timely, thought-provoking and comprehensive, and that is known for
its high quality, independence and objectivity.
Our Leading Brand Name For thirty years we have been providing critical, trusted insight
under the Gartner name.
Our Global Footprint and Established Customer Base We have a global presence with
clients in over 80 countries on six continents. Approximately 47% and 45% of our revenues for
2008 and 2007, respectively, were derived from sales outside of the U.S.
Substantial Operating Leverage in Our Business Model We have the ability to distribute our
intellectual property and expertise across multiple platforms, including research
publications, consulting engagements, conferences and executive programs, to derive
incremental revenues and profitability.
Experienced Management Team Our management team is composed of IT research veterans and
experienced industry executives.
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delivering high-quality and timely analysis and advice to our clients;
understanding and anticipating market trends and the changing needs of our clients; and
delivering products and services of the quality and timeliness necessary to withstand
competition.
delivering consistent, high-quality consulting services to our clients;
tailoring our consulting services to the changing needs of our clients; and
our ability to match the skills and competencies of our consulting staff to the skills
required for the fulfillment of existing or potential consulting engagements.
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the ability of our Board of Directors to issue and determine the terms of preferred stock;
advance notice requirements for inclusion of stockholder proposals at stockholder meetings;
a preferred shares rights agreement; and
the anti-takeover provisions of Delaware law.
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2008
2007
High
Low
High
Low
$
21.29
$
13.75
$
24.00
$
19.44
24.80
19.50
28.44
23.57
28.39
19.20
25.07
19.98
22.80
13.07
26.59
16.10
Total Number of
Maximum Approximate
Shares Purchased as
Dollar Value of
Part of Publicly
Shares that May Yet
Total Number of
Average Price Paid
Announced Plans or
Be Purchased Under
Shares Purchased
Per Share
Programs
the Plans or Programs
Period
(#)
($)
(#)
($000s)
1,282,181
$
17.94
1,282,181
211
17.83
211
1,282,392
$
17.94
1,282,392
$
82,381
(1)
For the year ended December 31, 2008, the Company repurchased 9,719,573 shares at an average
price of $20.43 per share, for a total cost of approximately $198.6 million.
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(In thousands, except per share data)
2008
2007
2006
2005
2004
$
773,257
$
673,335
$
571,217
$
523,033
$
480,486
347,404
325,030
305,231
301,074
259,419
150,080
160,065
146,412
126,475
113,302
8,324
10,045
14,439
13,558
15,523
1,279,065
1,168,475
1,037,299
964,140
868,730
164,368
129,458
98,039
20,474
35,901
97,148
70,666
54,258
(6,200
)
11,584
6,723
2,887
3,934
3,763
5,305
$
103,871
$
73,553
$
58,192
$
(2,437
)
$
16,889
$
1.02
$
0.68
$
0.48
$
(0.05
)
$
0.10
0.07
0.03
0.03
0.03
0.04
$
1.09
$
0.71
$
0.51
$
(0.02
)
$
0.14
$
0.98
$
0.65
$
0.47
$
(0.05
)
$
0.09
0.07
0.03
0.03
0.03
0.04
$
1.05
$
0.68
$
0.50
$
(0.02
)
$
0.13
95,246
103,613
113,071
112,253
123,603
99,028
108,328
116,203
112,253
126,326
$
140,929
$
109,945
$
67,801
$
70,282
$
160,126
1,093,065
1,133,210
1,039,793
1,026,617
861,194
238,500
157,500
150,000
180,000
150,000
(21,316
)
17,498
26,318
146,588
130,048
In February 2008 the Company sold its Vision Events business, which had been part of its
Events segment, and has reported the results of operations of this business as a discontinued
operation (see Note 2 Discontinued Operations in the Notes to the Consolidated Financial
Statements). As a result, the statement of operations and per share data for 2004 2007 have
been restated to present the results of the Vision Events business as a discontinued operation
in order to be consistent with the current year presentation.
The results of META Group, Inc. (META) are included in our consolidated results beginning
April 1, 2005, the date of acquisition.
We repurchased 9.7 million, 8.4 million, 14.9 million, 0.8 million, and 26.6 million of our
common shares in 2008, 2007, 2006, 2005 and 2004, respectively.
We had pre-tax stock compensation expense of $20.7 million, $24.1 million, and $16.7 million
in 2008, 2007 and 2006, respectively, under Statement of Financial Accounting Standards
123(R), Share-Based Payment. We adopted this statement on January 1, 2006, under the
modified prospective transition method.
During 2006 and 2005 we recorded $1.5 million and $15.0 million, respectively, in pre-tax
META integration charges.
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We recorded Other charges, which includes costs for severance, excess facilities, and other
items, on a pre-tax basis, of $0 in 2008, $9.1 million in 2007, $0 in 2006, $29.2 million in
2005, and $35.8 million in 2004.
In 2004 we recorded pre-tax charges of $2.7 million for goodwill impairment and $3.1 million
of foreign currency charges related to the closing of certain operations in South America.
We recorded pre-tax charges for loss on investments, net of $5.8 million in 2005 and $3.0
million in 2004.
Research
provides insight for CIOs, IT professionals, technology companies and the investment
community through reports and briefings, access to our analysts, as well as peer networking
services and membership programs designed specifically for CIOs and other senior executives.
Consulting
consists primarily of consulting, measurement engagements and strategic advisory
services (paid one-day analyst engagements) (SAS), which provide assessments of cost,
performance, efficiency and quality focused on the IT industry.
Events
consists of various symposia, conferences and exhibitions focused on the IT industry.
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BUSINESS SEGMENT
BUSINESS MEASUREMENTS
Contract value
represents the value attributable to all of our subscription-related
research products that recognize revenue on a ratable basis. Contract value is calculated
as the annualized value of all subscription research contracts in effect at a specific
point in time, without regard to the duration of the contract.
Client retention rate
represents a measure of client satisfaction and renewed business
relationships at a specific point in time. Client retention is calculated on a percentage
basis by dividing our current clients, who were also clients a year ago, by all clients
from a year ago.
Wallet retention rate
represents a measure of the amount of contract value we have
retained with clients over a twelve-month period. Wallet retention is calculated on a
percentage basis by dividing the contract value of clients, who were clients one year
earlier, by the total contract value from a year earlier. When wallet retention exceeds
client retention, it is an indication of retention of higher-spending clients, or
increased spending by retained clients, or both.
Number of executive program members
represents the number of paid participants in
executive programs.
Consulting backlog
represents future revenue to be derived from in-process consulting,
measurement and strategic advisory services engagements.
Utilization rates
represent a measure of productivity of our consultants. Utilization
rates are calculated for billable headcount on a percentage basis by dividing total hours
billed by total hours available to bill.
Billing Rate
represents earned billable revenue divided by total billable hours.
Average annualized revenue per billable headcount
represents a measure of the revenue
generating ability of an average billable consultant and is calculated periodically by
multiplying the average billing rate per hour times the utilization percentage times the
billable hours available for one year.
Number of events
represents the total number of hosted events completed during the period.
Number of attendees
represents the number of people who attend events.
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Research revenues are derived from subscription contracts for research products. Revenues
from research products are deferred and recognized ratably over the applicable contract term;
Consulting revenues are principally generated from fixed fee and time and material
engagements. Revenue from fixed fee contracts is recognized on a percentage of completion
basis. Revenues from time and materials engagements is recognized as work is delivered and/or
services are provided. Revenues related to contract optimization contracts are contingent in
nature and are only recognized upon satisfaction of all conditions related to their payment.
Events revenues are deferred and recognized upon the completion of the related symposium,
conference or exhibition;
Other revenues consist primarily of fees from research reprints which are recognized when
the reprint is shipped.
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December 31,
2008
2007
$
326,311
$
363,376
(7,800
)
(8,450
)
$
318,511
$
354,926
Significant under-performance relative to historical or projected future operating results;
Significant changes in the manner of our use of acquired assets or the strategy for our
overall business;
Significant negative industry or economic trends;
Significant decline in our stock price for a sustained period; and
Our market capitalization relative to net book value.
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Research
revenues increased 15% in 2008 to $773.3 million, compared to $673.3 million in
2007, and comprised approximately 60% and 58% of our total revenues in 2008 and 2007,
respectively.
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Consulting
revenues increased 7% in 2008 to $347.4 million, compared to $325.0 million in
2007, and comprised approximately 27% and 28% of our total revenues in 2008 and 2007,
respectively.
Events
revenues were $150.1 million in 2008, a decrease of 6% from $160.1 million in 2007,
and comprised approximately 12% and 14% of our total revenues in 2008 and 2007, respectively.
Other
revenues, consisting principally of research reprint revenues, declined to $8.3 million
in 2008 from $10.0 million in 2007.
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Research
revenues increased 18% in 2007 to $673.3 million, compared to $571.2 million in
2006, and comprised approximately 58% and 55% of total revenues in 2007 and 2006,
respectively.
Consulting
revenues in 2007 of $325.0 million were up 6% compared to $305.2 million in 2006,
and comprised approximately 28% and 29% of total revenues in 2007 and 2006, respectively.
Events
revenues were $160.1 million in 2007, an increase of 9% from $146.4 million in 2006,
and comprised approximately 14% of total revenues in both 2007 and 2006.
Other
revenues, consisting principally of research reprint revenues, declined to $10.0
million in 2007 from $14.4 million in 2006.
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Less Than
1-3
4-5
More Than
Total
1 Year
Years
Years
5 Years
$
136,484
$
30,980
$
43,448
$
18,628
$
43,428
416,250
57,750
207,750
150,750
16,537
1,469
3,164
2,766
9,138
2,306
2,306
$
571,577
$
92,505
$
254,362
$
172,144
$
52,566
(1)
The Company leases various facilities, furniture, and computer equipment expiring between
2009 and 2025.
(2)
Represent amounts due under the Companys Credit Agreement.
(3)
Excludes required interest payments on our outstanding debt due to the variable nature of the
interest rates and resulting payment amounts. Information regarding current interest rates on
the Companys debt is contained in Note 6Debt in the Notes to the Consolidated Financial
Statements contained within this Form 10-K. For the years ended December 31, 2008 and 2007,
cash interest paid on our debt was $22.4 million and $24.1 million, respectively.
(4)
Represents a liability under the Companys supplemental deferred compensation arrangement.
Amounts payable to active employees whose payment date is unknown have been included in the
More Than 5 Years category since the Company cannot determine when the amounts will be paid.
(5)
Includes interest and penalties. In addition to the $2.3 million liability, approximately
$16.3 million of unrecognized tax benefits have been recorded as liabilities in accordance
with FASB Interpretation 48, and we are uncertain as to if or when such amounts may be
settled. Related to the unrecognized tax benefits not included in the table, the Company has
also recorded a liability for potential interest and penalties of $1.5 million.
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(in thousands, except per share data)
2008
First
Second
Third
Fourth
$
290,099
$
343,939
$
297,706
$
347,321
26,330
47,575
34,682
55,781
21,544
29,900
18,781
33,646
$
0.15
$
0.32
$
0.20
$
0.36
0.07
$
0.22
$
0.32
$
0.20
$
0.36
$
0.14
$
0.30
$
0.19
$
0.35
0.07
$
0.21
$
0.30
$
0.19
$
0.35
(in thousands, except per share data)
2007
First
Second
Third
Fourth
$
264,197
$
292,848
$
268,274
$
343,156
19,470
20,439
22,526
67,023
8,192
14,048
12,494
38,819
$
0.09
$
0.11
$
0.11
$
0.37
(0.01
)
0.02
0.01
0.01
$
0.08
$
0.13
$
0.12
$
0.38
$
0.09
$
0.11
$
0.10
$
0.36
(0.01
)
0.02
0.01
0.01
$
0.08
$
0.13
$
0.11
$
0.37
(1)
The aggregate of the four quarters basic and diluted earnings per common share may not equal
the reported full calendar year amounts due to the effects of share repurchases, dilutive
equity compensation, and rounding.
(2)
The first quarter of 2008 includes $0.07 per share from gain on disposal of discontinued
operations.
(3)
Includes $9.1 million of pre-tax Other charges in the second quarter of 2007.
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EXHIBIT
NUMBER
DESCRIPTION OF DOCUMENT
Restated Certificate of Incorporation of the Company.
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred
Stock of the Company, dated November 27, 2006.
Amended Bylaws, as amended through February 2, 2006.
Form of Certificate for Common Stock as of June 2, 2005.
Second Amended and Restated Rights Agreement, dated as of November 6, 2006, between the Company
and American Stock Transfer & Trust Company (as successor Rights Agent of Mellon Investor
Services LLC).
Credit Agreement, dated as of January 31, 2007, among the Company, the several lenders from
time to time parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent (the
Credit Agreement).
First Amendment dated as of April 9, 2008 to the Credit Agreement.
Form of Indemnification Agreement.
Amended and Restated Securityholders Agreement dated as of July 12, 2002 among the Company,
Silver Lake Partners, L.P. and other parties thereto.
Lease dated December 29, 1994 between Soundview Farms and the Company for premises at 56 Top
Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road, Stamford, Connecticut.
Lease dated May 16, 1997 between Soundview Farms and the Company for premises at 56 Top Gallant
Road, 70 Gatehouse Road, 88 Gatehouse Road and 10 Signal Road, Stamford, Connecticut (amendment
to lease dated December 29, 1994, see exhibit 10.3(7)).
1991 Stock Option Plan as amended and restated on October 19, 1999.
2002 Employee Stock Purchase Plan, as amended and restated effective June 1, 2008.
1994 Long Term Stock Option Plan, as amended and restated on October 12, 1999.
1998 Long Term Stock Option Plan, as amended and restated on October 12, 1999.
1999 Stock Option Plan.
2003 Long-Term Incentive Plan, as amended and restated on June 29, 2005.
2008-1 Amendment to 2003 Long-Term Incentive Plan dated October 28, 2008.
2008-2 Amendment to 2003 Long-Term Incentive Plan dated October 28, 2008.
Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of
December 31, 2008.
Restricted Stock Agreement by and between Eugene A. Hall and the Company dated November 9, 2005.
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EXHIBIT
NUMBER
DESCRIPTION OF DOCUMENT
Company Deferred Compensation Plan, effective January 1, 2009.
Company Executive Benefits Program, effective December 19, 2008.
Form of Stock Appreciation Right Agreement for executive officers.
Form of Restricted Stock Unit Agreement for executive officers.
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm
Power of Attorney (see Signature Page).
Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed with this document.
+
Management compensation plan or arrangement.
(1)
Incorporated by reference from the Companys Current Report on Form 8-K dated June 29, 2005
as filed on July 6, 2005.
(2)
Incorporated by reference from the Companys Current Report on Form 8-K dated November 30,
2006 as filed on November 30, 2006.
(3)
Incorporated by reference from the Companys Current Report on Form 8-K dated February 2,
2006 as filed on February 7, 2006.
(4)
Incorporated by reference from the Companys Annual Report on Form 10-K as filed on December
29, 2002.
(5)
Incorporated by reference from the Companys Current Report on Form 8-K dated February 6,
2007 as filed on February 6, 2007.
(6)
Incorporated by reference from the Companys Registration Statement on Form S-1 (File No.
33-67576), as amended, effective October 4, 1993.
(7)
Incorporated by reference from the Companys Annual Report on Form 10-K as filed on December
21, 1995
(8)
Incorporated by reference from the Companys Annual Report on Form 10-K filed on December 22,
1999.
(9)
Incorporated by reference from the Companys Quarterly Report on Form 10-Q as filed on May
10, 2005.
(10)
Incorporated by reference from the Companys Form S-8 as filed on February 16, 2002.
(11)
Incorporated by reference from the Companys Quarterly Report on Form 10-Q as filed on
November 9, 2005.
(12)
Incorporated by reference from the Companys Current Report on Form 8-K dated February 11,
2009 as filed on February 12, 2009.
(13)
Incorporated by reference from the Companys Current Report on Form 8-K dated April 9, 2008
as filed on April 14, 2008.
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CONSOLIDATED FINANCIAL STATEMENTS
34
35
36
37
38
39
40
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Gartner, Inc.:
February 20, 2009
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Gartner, Inc.:
February 20, 2009
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CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
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CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Year Ended December 31,
2008
2007
2006
$
773,257
$
673,335
$
571,217
347,404
325,030
305,231
150,080
160,065
146,412
8,324
10,045
14,439
1,279,065
1,168,475
1,037,299
554,837
530,807
490,560
532,365
472,737
413,053
25,880
24,298
23,444
1,615
2,091
10,753
1,450
9,084
1,114,697
1,039,017
939,260
164,368
129,458
98,039
3,121
2,912
2,517
(22,390
)
(25,066
)
(19,098
)
(358
)
3,193
(797
)
144,741
110,497
80,661
47,598
39,831
26,403
97,148
70,666
54,258
6,723
2,887
3,934
$
103,871
$
73,553
$
58,192
$
1.02
$
0.68
$
0.48
.07
.03
.03
$
1.09
$
0.71
$
0.51
$
0.98
$
0.65
$
0.47
.07
.03
.03
$
1.05
$
0.68
$
0.50
95,246
103,613
113,071
99,028
108,328
116,203
Table of Contents
CONSOLIDATED STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY AND COMPREHENSIVE INCOME
(IN THOUSANDS)
Accumulated
Other
Total
Additional
Unearned
Comprehensive
Stockholders'
Common
Paid-In
Compensation,
Income (Loss),
Accumulated
Treasury
(Deficit)
Stock
Capital
Net
Net
Earnings
Stock
Equity
$
77
$
511,062
$
(6,652
)
$
6,320
$
187,652
$
(551,871
)
$
146,588
7,167
3,160
10,327
77
518,229
(6,652
)
6,320
190,812
(551,871
)
156,915
58,192
58,192
7,340
7,340
775
775
(736
)
(736
)
7,379
7,379
65,571
(602
)
(602
)
1
1,634
2,361
42,736
46,732
9,159
9,159
(269,204
)
(269,204
)
15,664
2,083
17,747
$
78
$
544,686
$
(2,208
)
$
13,097
$
249,004
$
(778,339
)
$
26,318
73,553
73,553
10,570
10,570
(2,966
)
(2,966
)
2,940
2,940
10,544
10,544
84,097
(36,210
)
73,357
37,147
14,759
14,759
(169,064
)
(169,064
)
22,419
1,822
24,241
$
78
$
545,654
$
(386
)
$
23,641
$
322,557
$
(874,046
)
$
17,498
103,871
103,871
(20,497
)
(20,497
)
(6,060
)
(6,060
)
1,175
1,175
(25,382
)
(25,382
)
78,489
(10,128
)
55,874
45,746
14,831
14,831
(198,576
)
(198,576
)
20,310
386
20,696
$
78
$
570,667
$
$
(1,741
)
$
426,428
$
(1,016,748
)
$
(21,316
)
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended December 31,
2008
2007
2006
$
103,871
$
73,553
$
58,192
(7,061
)
27,495
26,389
34,197
20,696
24,241
16,660
(14,831
)
(14,759
)
(9,159
)
2,617
6,740
6,830
1,222
1,363
1,627
20,987
(10,880
)
(3,876
)
(1,403
)
(5,266
)
(2,774
)
(21
)
(857
)
(4,562
)
2,907
(12,288
)
(1,562
)
(308
)
26,858
33,574
28,179
33,241
(22,883
)
184,350
148,335
106,264
(24,332
)
(24,172
)
(21,113
)
7,847
30
36
(688
)
(16,455
)
(24,136
)
(21,801
)
1,167
44,702
34,458
46,732
180,000
525,000
190,000
(801
)
(1,257
)
(45
)
(157,750
)
(501,000
)
(66,667
)
(200,817
)
(166,822
)
(270,704
)
14,831
14,759
9,159
(119,835
)
(93,695
)
(91,525
)
48,060
30,504
(7,062
)
(17,076
)
11,640
4,581
109,945
67,801
70,282
$
140,929
$
109,945
$
67,801
$
22,380
$
24,100
$
14,900
$
19,961
$
3,564
$
11,160
Table of Contents
Table of Contents
December 31,
Useful Life (Years)
2008
2007
27
$
123,970
$
143,268
38
34,220
38,136
210
49,110
50,311
207,300
231,715
(145,431
)
(165,164
)
$
61,869
$
66,551
Customer
Noncompete
December 31, 2008
Relationships
Agreements
Total
$
7,700
$
278
$
7,978
(5,775
)
(188
)
(5,963
)
$
1,925
$
90
$
2,015
Customer
Noncompete
December 31, 2007
Relationships
Agreements
Total
$
7,700
$
498
$
8,198
(4,235
)
(318
)
(4,553
)
$
3,465
$
180
$
3,645
$
1,589
426
$
2,015
Table of Contents
Balance
Currency
Balance
December 31,
Translation
December 31,
2007
Adjustments
Adjustments
2008
$
289,199
$
(10,600
)
$
(520
)
$
278,079
88,425
(4,377
)
84,048
36,475
(107
)
(1,840
)
34,528
2,082
2,082
$
416,181
$
(15,084
)
$
(2,360
)
$
398,737
Table of Contents
Table of Contents
Workforce
Excess
Asset
Reduction
Facilities
Impairments
Costs
Costs
and Other
Total
$
3,591
$
20,595
$
587
$
24,773
(113
)
284
(120
)
51
(2,797
)
(5,849
)
(467
)
(9,113
)
$
681
$
15,030
$
$
15,711
2,682
8,681
11,363
(2,280
)
(2,280
)
(156
)
164
8
Table of Contents
Workforce
Excess
Asset
Reduction
Facilities
Impairments
Costs
Costs
and Other
Total
(2,871
)
(5,138
)
(8,681
)
(16,690
)
$
336
$
7,776
$
$
8,112
(114
)
(114
)
(222
)
(4,117
)
(4,339
)
$
$
3,659
$
$
3,659
December 31,
2008
2007
$
2,796
$
2,328
2,376
2,441
23,095
27,248
46,378
55,845
1,275
1,181
$
75,920
$
89,043
December 31,
2008
2007
$
12,130
$
11,264
45,040
49,792
50,340
47,574
29,508
22,454
33,797
35,347
8,500
336
3,311
4,116
36,755
45,107
$
219,381
$
215,990
(1)
The $8.5 million termination benefits payable at December 31, 2008 represents an accrual for
severance and benefits costs related to a reduction in the Companys workforce of 117 employees.
The Company recorded the charge in the fourth quarter of 2008 in accordance with SFAS No. 112,
Employers Accounting for Postemployment Benefits. The Company expects the majority of the $8.5
million will be paid in the first half of 2009.
December 31,
2008
2007
$
1,913
$
3,083
348
3,660
15,386
16,005
30,098
35,545
35,727
23,907
$
83,472
$
82,200
Table of Contents
Table of Contents
Year ended December 31,
$
30,980
26,572
16,876
11,116
7,512
43,428
$
136,484
(1)
Excludes approximately $7.7 million of contractual sublease rental income.
Treasury
Issued
Stock
Shares
Shares
153,549,434
39,214,747
2,684,982
(1,952,616
)
14,907,460
156,234,416
52,169,591
(3,353,421
)
8,386,490
156,234,416
57,202,660
(4,568,658
)
9,719,573
156,234,416
62,353,575
Table of Contents
Table of Contents
Amount recorded in:
2008
2007
2006
$
9.6
$
10.8
$
8.2
11.1
13.4
8.5
$
20.7
$
24.2
$
16.7
(1)
Includes $1.3 million, $0.9 million, and $1.4 million for charges related to
retirement-eligible employees in 2008, 2007, and 2006, respectively.
Table of Contents
Weighted
Average
Weighted
Remaining
Options in
Average
Contractual
millions
Exercise Price
Term
9.9
$
11.02
4.31 years
(0.1
)
11.31
na
(3.7
)
14.57
na
6.1
$
10.78
3.56 years
6.1
$
10.78
3.56 years
na=not applicable
(1)
Options exercised during 2008 had an aggregate intrinsic value of $45.4 million.
(2)
At December 31, 2008, options outstanding and options vested and exercisable had an aggregate
intrinsic value of $42.8 million.
Weighted
Weighted
Average
Weighted
Average
Remaining
SARs in
Average
Grant Date
Contractual
millions
Exercise Price
Fair Value
Term
1.7
$
17.07
$
6.75
5.59 years
0.7
18.10
6.37
6.13 years
(0.2
)
17.95
6.58
na
(0.1
)
15.69
6.34
na
2.1
$
17.42
$
6.61
5.12 years
0.6
$
16.11
$
6.45
4.54 years
na=not applicable
(1)
At December 31, 2008, SARs outstanding had an intrinsic value of $3.2 million. SARs vested
and exercisable had an intrinsic value of $1.5 million.
2008
2007
2006
0
%
0
%
0
%
36
%
33
%
40
%
2.8
%
4.7
%
4.7
%
4.75
4.74
4.81
Table of Contents
(1)
The dividend yield assumption is based on the history and expectation of the Companys
dividend payouts. Historically Gartner has not paid cash dividends on its common stock.
(2)
The determination of expected stock price volatility was based on both historical Gartner
common stock prices and implied volatility from publicly traded options in Gartner common
stock.
(3)
The risk-free interest rate is based on the yield of a U.S. Treasury security with a maturity
similar to the expected life of the award.
(4)
The expected life in years is based on the simplified calculation provided for in SEC Staff
Accounting Bulletin No. 107. The simplified method determines the expected life in years based
on the vesting period and contractual terms as set forth when the award is made. The Company
continues to use the simplified method for awards of stock-based compensation after January 1,
2008 as permitted by SEC Staff Accounting Bulletin 110 (SAB No. 110), since it does not have
the necessary historical exercise and forfeiture data to determine an expected life for SARs.
Originally, the use of the simplified method was due to expire on December 31, 2007, but SAB
No. 110 permits continued use of the simplified method if the Company concludes that it is not
reasonable to base its estimate of expected term on its experience with historical exercise
patterns.
Award type:
2008
2007
2006
$
0.4
$
1.8
$
2.1
14.8
13.7
5.2
0.4
0.5
0.5
$
15.6
$
16.0
$
7.8
Weighted-
Weighted-
Weighted-
Average
Restricted
Average
Common Stock
Average
Restricted
Grant Date
Stock Units
Grant Date
Equivalents
Grant Date
Stock
Fair Value
(RSUs)
Fair Value
(CSEs)
Fair Value
200,000
$
7.30
2,188,782
$
18.33
$
1,273,280
18.37
21,478
19.85
(637,671
)
18.00
(21,478
)
19.85
(209,544
)
18.68
200,000
$
7.30
2,614,847
$
18.40
$
Table of Contents
(1)
The 1.3 million RSUs granted in 2008 consisted of 0.5 million performance-based RSUs awarded
to executives and 0.8 million service-based RSUs awarded to executive and non-executive
staff.
The number of performance-based RSUs awarded was subject to the achievement of a performance
condition tied to the annual increase in the Companys subscription-based contract value for
2008, which ranged from 0% and 200% of the target number awarded depending on the performance
level achieved. The aggregate target performance-based RSUs awarded in 2008 was 0.6 million. The
actual performance target achieved was 75.1%, resulting in 0.5 million performance-based RSUs
awarded.
(2)
CSEs represent fees paid to directors. The CSEs vest when granted and are convertible into
common shares when the director leaves the Board of Directors or earlier if the director
elects to accelerate the release.
(3)
Vesting on the 200,000 shares of restricted stock held by our CEO is subject to a market
condition as follows: (i) 100,000 shares will vest when the Companys common stock trades at
an average price of $25 or more each trading day for sixty consecutive trading days; and (ii)
100,000 shares will vest when the Companys common stock trades at an average price of $30 or
more each trading day for sixty consecutive trading days.
(4)
The weighted-average remaining contractual term of the RSUs is 1.3 years. The restricted
stock has no defined contractual term.
2008
2007
2006
$
103,871
$
73,553
$
58,192
95,246
103,613
113,071
3,782
4,715
3,132
99,028
108,328
116,203
$
1.09
$
0.71
$
0.51
$
1.05
$
0.68
$
0.50
(1)
During 2008, 2007 and 2006, the Company repurchased 9.7 million, 8.4 million, and 14.9
million of its common shares, respectively (see Note 8 Equity).
(2)
Basic and diluted include income from discontinued operations of $0.07 per share, $0.03 per
share, and $0.03 per share for 2008, 2007, and 2006, respectively.
Table of Contents
2008
2007
2006
1.3
0.6
1.9
$
20.17
$
23.00
$
15.68
2008
2007
2006
$
79,393
$
59,884
$
39,233
65,348
50,613
41,428
$
144,741
$
110,497
$
80,661
2008
2007
2006
$
10,564
$
3,321
$
(10,096
)
3,341
(2,935
)
7,063
15,614
14,286
11,856
29,519
14,672
8,823
(547
)
2,695
24,588
1,848
5,487
(16,826
)
(2,798
)
(381
)
(2,384
)
(1,497
)
7,801
5,378
28,022
22,473
14,201
3,776
2,449
(417
)
15,876
15,237
10,750
(594
)
(1,688
)
1,075
518
1,360
794
47,598
39,831
26,403
617
777
1,277
$
48,215
$
40,608
$
27,680
December 31,
2008
2007
$
6,591
$
10,673
32,865
33,004
37,036
52,474
24,294
16,953
100,786
113,104
(10,238
)
(7,690
)
(6,533
)
(7,401
)
(970
)
(1,331
)
(17,741
)
(16,422
)
(24,924
)
(38,296
)
$
58,121
$
58,386
Table of Contents
2008
2007
2006
35.0
%
35.0
%
35.0
%
2.8
2.9
2.2
(4.4
)
(2.4
)
(3.0
)
0.7
0.8
0.8
7.6
(9.2
)
(1.4
)
(15.9
)
(1.0
)
(1.8
)
(0.3
)
1.8
13.2
1.7
1.1
0.4
32.9
%
36.0
%
32.7
%
Table of Contents
2008
2007
$
18,051
$
25,105
1,253
3,174
1,424
1,831
(1,692
)
(488
)
(11,734
)
(2,128
)
(264
)
(297
)
163
$
16,347
$
18,051
Table of Contents
Level 1 Valuation inputs are unadjusted quoted market prices for identical assets or
liabilities in active markets.
Level 2 Valuation inputs are quoted prices for identical assets or liabilities in markets
that are not active, quoted market prices for similar assets and liabilities in active markets
and other observable inputs directly or indirectly related to the asset or liability being
measured.
Level 3 Valuation inputs are unobservable and significant to the fair value measurement.
Fair Value
December 31,
Description
2008
$
13,900
$
2,500
14,700
$
17,200
(1)
The Company has a supplemental deferred compensation arrangement for the benefit of certain
highly compensated officers, managers and other key employees (see Note 13Employee Benefits). The
plans assets consist of $4.5 million of investments in money market and mutual funds, and $9.4
million of company-owned life insurance. The money market and mutual funds consist of cash
equivalents or securities traded in active markets, which the Company considers the fair value of
these assets to be based on Level 1 inputs as defined by SFAS No. 157. The value of the
Company-owned life insurance is based on indirect observable inputs which the Company considers to
be Level 2.
(2)
The Company had 15 foreign currency forward contracts outstanding as of December 31, 2008, with
a notional value of $73.4 million. All of these contracts expired by the end of January 2009. The
Company periodically enters into these foreign currency forward exchange contracts to offset the
effects of adverse fluctuations in foreign currency exchange rates. These instruments are typically
short term in duration and are recorded at fair value with unrealized and realized gains and losses
recorded in earnings. Valuation of the foreign currency forward contracts is based on foreign
currency exchange rates in active markets, thus the Company measures the fair value of these
contracts under a Level 2 input as defined by SFAS No. 157.
(3)
The Company has two interest rate swap contracts that hedge the base interest rate risk on its
term loans. These contracts are accounted for as cash flow hedges in accordance with SFAS No. 133.
The fair value of the swaps is recorded in Other comprehensive income, net of tax effect (see Note
6Debt). To determine the value of the swaps, the Company relies on a mark-to-market valuations
prepared by third-party brokers based on observable interest rate yield curves. Accordingly, the
fair value of the swaps is determined under a Level 2 input as defined by SFAS No. 157.
Table of Contents
2008
2007
2006
$
1,470
$
1,922
$
2,013
717
599
471
(74
)
129
321
40
24
98
$
2,153
$
2,674
$
2,903
2008
2007
2006
5.09
%
5.01
%
3.69
%
3.27
%
3.32
%
3.31
%
December 31,
2008
2007
2006
$
13,224
$
13,900
$
11,569
1,470
1,922
2,163
717
599
471
(1,799
)
(4,589
)
(1,192
)
(583
)
(217
)
(28
)
257
1,609
917
$
13,286
$
13,224
$
13,900
Table of Contents
(1)
Benefits to be paid in future years are estimated as follows: $0.1 million in 2009; $0.2
million in 2010; $0.2 million in 2011; $0.3 million in 2012; $0.9 million in 2013; and $3.8
million in the five years thereafter.
(2)
Measured as of December 31.
December 31,
Funded status of the plans:
2008
2007
2006
$
13,286
$
13,224
$
13,900
$
13,286
$
13,224
$
13,900
$
9,141
$
8,380
$
6,335
$
13,286
$
13,224
$
13,900
$
2,777
$
1,602
$
(1,338
)
(1)
The Company has a reinsurance asset arrangement with a large international insurance company
that was rated investment grade as of December 31, 2008. The purpose of the reinsurance asset
arrangement is to fund the benefit obligation under one of the plans. However, the reinsurance
asset is not recognized as a plan asset under SFAS No. 87 since it is considered an asset of
the Company and is not legally segregated or restricted for purposes of meeting the pension
obligation. The reinsurance asset is carried at its cash surrender value, which the Company
believes approximates its fair value as of December 31, 2008.
(2)
Contributions expected to be paid to the plans in 2009 are $0.1 million.
(3)
The $2.8 million recorded in Stockholders equity as of December 31, 2008, represents the
plans net unrecognized actuarial gain. This amount is recorded in accordance with SFAS No.
158 and will be amortized to net periodic pension cost over approximately 15 years.
Amortization of the gain is estimated to reduce net periodic pension cost in 2009 by
approximately $0.2 million.
Table of Contents
Research
Consulting
Events
Other
Consolidated
$
773,257
$
347,404
$
150,080
$
8,324
$
1,279,065
507,705
141,395
64,954
6,639
720,693
(556,325
)
$
164,368
Research
Consulting
Events
Other
Consolidated
$
673,335
$
325,030
$
160,065
$
10,045
$
1,168,475
429,064
128,215
81,908
7,738
646,925
(517,467
)
$
129,458
Research
Consulting
Events
Other
Consolidated
$
571,217
$
305,231
$
146,412
$
14,439
$
1,037,299
345,521
120,660
75,437
11,725
553,343
(455,304
)
$
98,039
2008
2007
2006
$
723,247
$
661,216
$
608,273
430,401
403,919
337,722
125,417
103,340
91,304
$
1,279,065
$
1,168,475
$
1,037,299
$
67,753
$
73,859
$
67,683
19,324
21,861
17,183
4,325
4,029
3,052
$
91,402
$
99,749
$
87,918
Additions
Additions
Balance at
Charged
Charged
Deductions
Balance
Beginning
to Costs and
Against Other
from
at End
of Year
Expenses
Accounts (1)
Reserve
of Year
$
7,900
$
2,559
$
6,823
$
8,582
$
8,700
$
8,700
$
691
$
6,608
$
7,549
$
8,450
$
8,450
$
1,650
$
5,000
$
7,300
$
7,800
(1)
Amounts charged against revenues.
Table of Contents
Gartner, Inc.
Date: February 20, 2009
By:
/s/ Eugene A. Hall
Eugene A. Hall
Chief Executive Officer
Name
Title
Date
Director and Chief
Executive Officer
(Principal Executive
Officer)
February 20, 2009
Executive Vice President
and
Chief Financial
Officer
(Principal
Financial and Accounting
Officer)
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Table of Contents
Name
Title
Date
Director
February 20, 2009
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(I) | Change in the ownership of the Company. A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than |
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50% of the total fair market value or total voting power of the stock of the Company. | |||
(II) | Change in the effective control of the Company. A change in the effective control of the Company shall occur on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (B) a majority of members of the Companys Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of Companys Board of Directors prior to the date of the appointment or election. | ||
(III) | Change in the ownership of a substantial portion of the Companys assets. A change in the ownership of a substantial portion of the Companys assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. |
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GARTNER, INC.
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By: | ||||
Anne Sutherland Fuchs, Chairman, | ||||
Compensation Committee of the Board of
Directors |
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EUGENE A. HALL
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GARTNER, INC.
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By: | ||||
Anne Sutherland Fuchs, Chairman, | ||||
Compensation Committee of the Board of
Directors |
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Eugene A. Hall
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a. | he should consult with an attorney prior to executing this Agreement; | ||
b. | he has twenty-one (21) calendar days within which to consider this Agreement; | ||
c. | he has seven (7) calendar days following his execution of this Agreement to revoke this Agreement; | ||
d. | this ADEA waiver shall not be effective until the revocation period has expired; and, |
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e. | nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. |
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ARTICLE I
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DEFINITIONS | 2 | ||||
ARTICLE II
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PARTICIPATION | 5 | ||||
ARTICLE III
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DEFERRAL ELECTIONS | 6 | ||||
ARTICLE IV
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ACCOUNTS | 9 | ||||
ARTICLE V
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VESTING | 11 | ||||
ARTICLE VI
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RABBI TRUST | 12 | ||||
ARTICLE VII
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DISTRIBUTIONS | 13 | ||||
ARTICLE VIII
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ADMINISTRATION | 18 | ||||
ARTICLE IX
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MISCELLANEOUS | 20 |
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(1) | Any whole percentage of Salary up to fifty percent (50%); and/or | ||
(2) | Any whole percentage of Bonus up to one hundred percent (100%); provided, however, that no election shall be effective to reduce the Compensation paid to an Eligible Employee for a calendar year to an amount that is less than the amount necessary to pay (i) applicable employment taxes (e.g., FICA, hospital insurance) payable with respect to amounts deferred hereunder, (ii) amounts necessary to satisfy any other benefit plan withholding obligations, (iii) any resulting income taxes payable with respect to Compensation that cannot be so deferred, and (iv) any amounts necessary to satisfy any wage garnishment or similar obligations. |
(1) | Initial Election Period . An election to defer Compensation made during an Initial Election Period shall be effective as to Compensation for services to be performed thereafter, as follows: (1) An election to defer Salary made during an Initial Election Period shall be effective beginning with Salary earned during the first pay period that begins after the end of the Initial Election Period; and (2) An election to defer Bonus made during an Initial Election Period shall be effective as to any Bonus earned after the end of the Initial Election Period, provided that if a Participants Initial Election Period occurs in June, the Participant may defer a maximum of 50% of the Participants Bonus for such year. |
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(2) | In General . An election to defer Compensation made or changed during an Election Period other than the Initial Election Period shall be effective: (i) beginning with Salary earned during the first pay period that begins on or after the first day of the next succeeding Plan Year; and (ii) as to any Bonus earned beginning in the next succeeding Plan Year. |
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GARTNER, INC.
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By: | ||||
Title: | SVP and General Counsel |
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GARTNER, INC.
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By: | ||||
Lewis G. Schwartz | ||||
Title: | SVP and General Counsel | |||
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| Enhanced severance policy | |
| 35 Paid Time Off days | |
| $15,000 annual payment to purchase the perquisites of your choice (grossed up for tax purposes) | |
| discretionary matching contribution under the Deferred Compensation Plan | |
| Annual executive medical exam |
| your current annual base salary through your termination date (and a lump sum payment equal to any accrued, unused PTO, up to a maximum of 25 days) plus continued base salary for a period of twelve months following the termination date, payable in accordance with Gartners regular payroll schedule as in effect from time to time; | |
| the right to exercise all options and other exercisable rights held by you that are vested as of the termination date for a period of 90 days following the termination date; | |
| reimbursement for COBRA premiums incurred, minus the contribution paid by active associates, to continue group health benefits under Gartners plan (or, at Gartners election, to obtain substantially similar health benefits through a third party carrier) for twelve months for you and any other family members (i.e., your spouse and any eligible children) for whom you have made the appropriate election. |
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By: | ||||
Title: Lewis G. Schwartz, | ||||
SVP, General Counsel and Corporate Secretary | ||||
Acknowledged
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By: | ||||
Name: | ||||
Title: |
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(a) | if payable as a result of termination of employment and you are a Specified Employee (as determined by Gartner under Section 409A, which generally will includes all U.S. OC Members) at that time, amounts that otherwise would be paid during the first six months following termination will be delayed and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month; | ||
(b) | termination of employment means the date you experience a separation from service within the meaning of Section 409A; and | ||
(c) | Gartner will not accelerate any such payment except to the extent permitted under Section 409A. |
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Subsidiaries | State/Country | |
Computer Financial Consultants, Inc.
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Delaware, USA | |
Computer Financial Consultants, Limited
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United Kingdom | |
Computer Financial Consultants (Management) Limited
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United Kingdom | |
Dataquest Australia Pty. Ltd.
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Australia | |
Dataquest, Inc.
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California, USA | |
Decision Drivers, Inc.
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Delaware, USA | |
G.G. Properties, Ltd.
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Bermuda | |
Gartner Advisory (Singapore) PTE LTD.
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Singapore | |
Gartner Australasia Pty Limited
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Australia | |
Gartner Austria GmbH
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Austria | |
Gartner Belgium BVBA
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Belgium | |
Gartner Canada Co.
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Nova Scotia, Canada | |
Gartner Consulting Beijing Co., LTD.
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China | |
Gartner Denmark ApS
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Denmark | |
Gartner Deutschland, GmbH
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Germany | |
Gartner do Brasil S/C Ltda.
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Brazil | |
Gartner Enterprises, Ltd.
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Delaware, USA | |
Gartner Espana, S.L.
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Spain | |
Gartner Europe Holdings, B.V.
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The Netherlands | |
Gartner France S.A.R.L.
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France | |
Gartner Gulf FZ, LLC
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United Arab Emirates | |
Gartner Group Taiwan Ltd.
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Taiwan | |
Gartner (Thailand) Ltd.
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Thailand | |
Gartner Holdings Ireland
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Ireland | |
Gartner Holdings, LLC
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Delaware, USA | |
Gartner Hong Kong, Limited
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Hong Kong | |
Gartner India Research & Advisory Services Private Limited
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India | |
Gartner Investments I, LLC
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Delaware, USA | |
Gartner Investments II, LLC
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Delaware, USA | |
Gartner Ireland Limited
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Ireland | |
Gartner Italia, S.r.l.
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Italy | |
Gartner Japan Ltd.
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Japan | |
Gartner Mexico S. D. DE R. .L. de C.V.
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Mexico | |
Gartner Nederland B.V.
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The Netherlands | |
Gartner Norge A.S.
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Norway | |
Gartner Research & Advisory Malaysia
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Malaysia | |
Gartner Research & Advisory Korea Co., Ltd.
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Korea | |
Gartner Sverige AB
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Sweden | |
Gartner Switzerland GmbH
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Switzerland | |
Gartner UK Limited
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United Kingdom | |
The Research Board, Inc.
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Delaware, USA | |
Wentworth Research Limited
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United Kingdom | |
1422722 Ontario, Inc.
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Canada | |
Meta Group, LLC
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Delaware, USA | |
META Group AG
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Germany | |
META Group CESE GmbH
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Germany | |
META Group Deutschland GmbH
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Germany | |
META Group IT Corp.
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Philippines | |
META Group UK Holdings Ltd.
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United Kingdom | |
META Group UK Ltd.
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United Kingdom | |
META Saudi Arabia
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Saudi Arabia |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Eugene A. Hall | ||||
Eugene A. Hall | ||||
Chief Executive Officer
February 20, 2009 |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Christopher J. Lafond | ||||
Christopher J. Lafond | ||||
Chief Financial Officer
February 20, 2009 |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Eugene A. Hall | ||||
Name: | Eugene A. Hall | |||
Title: | Chief Executive Officer | |||
Date: | February 20, 2009 | |||
/s/ Christopher J. Lafond | ||||
Name: | Christopher J. Lafond | |||
Title: | Chief Financial Officer | |||
Date: | February 20, 2009 | |||