Item 5. Other Information
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended June 30, 2024.
Amendment and Restatement of By-Laws
On July 25, 2024, the Board of Directors (the “Board”) of the Company approved an amendment and restatement to the Company’s By-Laws (the “By-laws”) to provide, in Article III, Section 7, that the Lead Independent Director may call special meetings of the Board. The amendment and restatement took effect upon approval by the Board.
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The foregoing description of the amendments contained in the By-laws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the By-laws, a copy of which is filed with this Quarterly Report on Form 10-Q as Exhibit 3.2 and incorporated herein by reference.
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ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
3.1(1)
Restated Certificate of Incorporation of the Company.
3.2*
By-laws of Gartner, Inc. (as amended and restated through July 25, 2024).
10.1(2)
Second Amendment to Employment Agreement between Eugene A. Hall and the Corporation effective as of July 1, 2024.
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 July 1, 2024.
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: July 30, 2024 /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.