Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
In May 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stoc k. The Board authorized incremental share repurchases of up to an additional $1.6 billion, $1.0 billion and $0.4 billion of the Company’s common stock during 2021, 2022, and February 2023, respectively. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended March 31, 2023.
Period Total
Number of
Shares
Purchased (#) Average
Price Paid
Per Share ($) Total Number of Shares Purchased Under Announced Programs (#) Maximum Approximate
Dollar Value of Shares
That May Yet Be Purchased
Under the Plans or Programs
(in thousands)
January 1, 2023 to January 31, 2023 4,913 $ 333.94 — $ 606,007
February 1, 2023 to February 28, 2023 181,537 343.47 24,098 998,008
March 1, 2023 to March 31, 2023 141,230 317.61 137,097 $ 954,519
Total for the quarter (1) 327,680 $ 332.18 161,195
(1) The repurchased shares during the three months ended March 31, 2023 included purchases for both the settlement of stock-based compensation awards and open market purchases.
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ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
3.1(1)
Restated Certificate of Incorporation of the Company.
3.2(2)
By-laws of Gartner, Inc. (as amended through April 29, 2021).
31.1 *
Certification of chief executive officer under Rule 13a — 14(a)/15d — 14(a).
31.2 *
Certification of chief financial officer under Rule 13a — 14(a)/15d — 14(a).
32 *
Certification under 18 U.S.C. 1350.
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).
* Filed with this report.
(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.
(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021.
Items 3 and 4 of Part II are not applicable and have been omitted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Gartner, Inc.
Date: May 2, 2023 /s/ Craig W. Safian
Craig W. Safian
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.