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 September 30, 2025.
Amendment and Restatement of By-Laws
Effective October 30, 2025, the Board amended and restated Gartner’s bylaws (as amended and restated, the “Bylaws”) in order to, among other things:
43
• update and clarify notice procedures related to stockholder meetings and stockholder action by written consent, including related to recent amendments to Delaware law;
• designate the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court in Delaware or the federal district court for the District of Delaware) as the sole and exclusive forum, unless Gartner consents to the selection of an alternative forum, for (i) any derivative action or proceeding brought on behalf of Gartner, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of Gartner to Gartner or Gartner’s stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporate Law or our certificate of incorporation or bylaws (as either may be amended from time to time) or (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum Provision”);
• designate the federal district courts of the United States of America as the sole and exclusive forum, unless Gartner consents to the selection of an alternative forum, for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), against any person in connection with any offering of Gartner’s securities (the “Federal Forum Provision”); and
• make certain other updates, including ministerial, clarifying and conforming changes, including related to recent amendments to Delaware law.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
44
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 October 30, 2025).
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.
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: November 4, 2025 /s/ Craig W. Safian
Craig W. Safian
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
45
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.