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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): January 27, 2022
 
StarTek, Inc.
(Exact name of registrant as specified in charter)
 
Delaware
 
1-12793
 
84-1370538
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
Carrara Place
4th Floor Suite 485
6200 South Syracuse Way
Greenwood Village, Colorado 80111
(Address of Principal Executive Offices) (Zip Code)
 
(303) 262-4500
(Registrant’s telephone number, including area code)
 
 
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
 
☐ 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 Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SRT
New York Stock Exchange, Inc.
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 27, 2022, the Board of Directors of StarTek, Inc. (the “Company”) appointed Bharat Rao to serve as the new Chief Executive Officer of the Company effective as of January 27, 2022. Mr. Rao succeeds Aparup Sengupta, who resigned as the Chief Executive Officer and as the Chairman of the Board of Directors of the Company, effective as January 27, 2022. Mr. Sengupta will continue to serve as a member of the Board of Directors of the Company after January 27, 2022.
 
In connection with the appointment of Mr. Rao, on January 25, 2022 the Company approved a compensation package for Mr. Rao (the “CEO Compensation Package”). The CEO Compensation Package, which is described in greater detail in an employment agreement entered into between Mr. Rao and CSP Alpha Holdings Pte Ltd, a subsidiary of the Company, consists of (1) annual base compensation of $600,000; (2) a target annual bonus opportunity of $600,000, subject to the terms and conditions set forth in the Company’s annual Executive Incentive Bonus Plan, provided that Mr. Rao’s bonus for the 2022 calendar year shall not be less than 100% of the target bonus; and (3) an inducement grant consisting of 550,000 options to purchase the Company’s common stock with an exercise price equal to the fair market value of a share of the Company’s common stock on the date of the grant, which shall vest in equal quarterly installments over a four (4) year period. In the event that the market price of one share of Company stock on the date of grant is greater than $5.75, then Mr. Rao will be eligible to receive an award of Company restricted stock units with the same vesting terms as the initial option award and with a grant date fair value equal to the difference between the strike price and $5.75 multiplied by 550,000.
 
The foregoing summary of the employment agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the employment agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
 
The Board delegated to the Company’s Audit Committee the full power and authority of the Board to consider and evaluate the CEO Compensation Package and the advisability and fairness of the CEO Compensation Package to the Company, to negotiate the terms of the CEO Compensation Package on behalf of the Company, and to approve the CEO Compensation Package, the employment agreement, and any related agreements and other instruments. The Board effected the above delegation because Mr. Rao is a Managing Partner of the Company’s controlling shareholder, and the Company’s Compensation Committee is comprised of a majority of directors appointed by such controlling shareholder.
 
A press release announcing the appointment of Mr. Rao is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
There are no arrangements or understandings between Mr. Rao and any other person pursuant to which he was appointed as an officer and there are no family relationships between Mr. Rao and any director or executive officer of the Company.
 
On May 17, 2019, the Company entered into a Stock Purchase Agreement with Advance Crest Investments Limited (“Advance Crest”), CSP Alpha Holdings Parent Pte Ltd, a Singapore private limited company (“CSP Alpha Holdings”) and certain outside accredited investors (together with Advance Crest and CSP Alpha Holdings, the “Purchasers”) to sell 692,520 shares of its common stock (the “Shares”) to the Purchasers (including 274,064 Shares sold to Advance Crest and 100,267 Shares sold to CSP Alpha Holdings) in a private placement at a price of $7.48 per share for aggregate gross proceeds to the Company of $5,180,049.60, before offering expenses. Advance Crest is controlled by Mr. Rao and Mukesh Sharda (another director of the Company appointed to serve as a director of the Company by CSP Alpha Holdings). The closing of the private placement took place on May 17, 2019. Otherwise, Mr. Rao has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
 
 
Item 9.01
Financial Statements and Exhibits.
 
Exhibit Number
Exhibit Description
   
10.1
   
99.1
   
104
Cover Page Interactive Data File (formatted as Inline XBRL)
 
 
 
 
SIGNATURES
 
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.
 
 
 
STARTEK, INC.
   
   
   
Date: February 1, 2022
By:
/s/ Dixie Pepper
   
Dixie Pepper
   
General Counsel & Chief Legal Officer
 
 

Exhibit 10.1

 

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Exhibit 99.1

 

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Startek® Strengthens Leadership Team, Continuing Investment in Business-Wide Transformation

 

 

●

Bharat Rao, president, Startek promoted to Global CEO driving forward rapid-growth plans

 

●

Ronald Gillette joins Startek as Strategic Advisor and Head of Business Transformation, optimizing CX delivery

 

 

Greenwood Village, Colorado and Mumbai, India – February 1, 2022– Startek® (NYSE: SRT), a global customer experience (CX) solutions provider, today announced the appointments of Bharat Rao as Global CEO and Ronald Gillette as Strategic Advisor and Head of Business Transformation. These new appointments further strengthen Startek senior leadership and the company’s position as a leader in digital-first CX.

 

Appointed president in October 2021, Rao will immediately begin transitioning into the Global CEO role. Rao continues to serve as a Director on the boards of Startek and CCC, a joint venture based in the Middle East. In addition, Rao remains a Director at CSS Corp, a new-age digital transformation company in which Startek owns a minority stake. Previously, Rao has held senior positions at Credit Suisse, ING Bank and PwC. He has been active across the outsourcing industry, including in BPaaS (Business Process as a Service), SaaS (Software as a Service), BPO (Business Process Outsourcing) and outsourced software development.

 

Rao started his professional career with Citibank over 30 years ago and brings experience across industries and geographies. This, combined with a deep understanding of the needs of the BPO sector, adds strength to the Startek organization as it continues to leverage digital technologies to deliver world-class CX for its partners across the globe. Rao takes on the Global CEO role as Aparup Sengupta steps down as Global CEO and Executive Chairman. Sengupta will remain a Director on the Startek Board.

 

Rao holds a bachelor’s degree in Electrical Engineering from the Indian Institute of Technology and an MBA from the Indian Institute of Management.

 

“Startek is on a transformational journey, working in partnership with our clients we are building innovative solutions that push forwards the boundaries of omnichannel CX.” Said Bharat Rao, Global CEO, Startek “I am proud to take the helm as we continue to invest in high-growth transformation platforms and harness the power of digital and brand experience to develop the next generation of CX solutions.”

 

As Strategic Advisor and Head of Business Transformation, Gillette will advise Startek and its Board as a Senior Advisor, offering expert guidance as the company continues to embrace leading-edge technology, further improving the quality of its offering and optimizing CX delivery.

 

Having spent 30 years in the outsourcing industry, including roles at EDS, Ernst & Young, Deloitte Consulting, Accenture, ACS, Xerox and WNS, Gillette brings a wealth of experience to Startek. As Chief Operating Officer at WNS, Gillette significantly transformed the business model creating significant value for all stakeholders. He has also advised large institutional investors as an independent BPO advisor.

 

 
 

 

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Gillette holds an MBA in Finance from Marymount University, Arlington, Virginia and a Bachelor of Engineering from the United States Military Academy (USMA), West Point, New York.

 

“The appointment of Ron Gillette as Strategic Advisor and Head of Business Transformation” Said Rao “demonstrates our commitment to the Startek strategic aims and to building long-term, digital-first partnerships with our clients.”

 

“I am excited to advise the board and management of a client-centric organization committed to the delivery of world-class CX.” Said Gillette “With a strong leadership team and renewed investment in digital solutions, Startek has the right combination of effortless automation and digitally-assisted live agents to transform the customer experience as a strategic partner of choice for leading brands across the globe.”

 

 

About Startek®

Startek is a global provider of tech-enabled business process management solutions. The company provides omnichannel customer experience, digital transformation and technology services to some of the finest brands globally. Startek is committed to impacting clients’ business outcomes by focusing on enhancing customer experience and digital and AI enablement across all touchpoints and channels. Startek has more than 46,000 CX experts spread across 46 delivery campuses in 13 countries. The company services over 200 clients across a range of industries such as banking and financial services, insurance, technology, telecom, healthcare, travel & hospitality, e-commerce, consumer goods, retail, and energy & utilities. To learn more about global solutions from Startek, please visit www.startek.com

 

Media Relations

Danveer Bhasin

Startek

+91-993-013-5788

danveer.bhasin@startek.com