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) October 10, 2016
Syntel, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 000-22903 | 38-2312018 | ||||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 525 E. Big Beaver Road, Suite 300, Troy, Michigan | 48083 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (248) 619-2800
(Former name or former address, 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective October 10, 2016, the Board of Directors of Syntel, Inc. (the “Company”) elected Rex E. Schlaybaugh, Jr. to the Board to the fill the vacancy created by the decision of a director to not stand for re-election at the Company’s 2016 Annual Meeting of Shareholders. The Board has also appointed Mr. Schlaybaugh to serve on the Company’s Nominating and Corporate Governance Committee.
Mr. Schlaybaugh is not a party to any arrangement or understanding pursuant to which he was selected as a director, nor is Mr. Schlaybaugh a party to any transaction, or proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
As a non-employee director, Mr. Schlaybaugh will receive the same compensation package provided to all of the Company’s non-employee directors, as disclosed in the Company’s Proxy Statement for the Annual Shareholders’ Meeting held on June 8, 2016, including the grant of restricted stock units upon his election as director. Because Mr. Schlaybaugh is being elected mid-term, he will receive a pro-rated portion of the annual retainers and travel stipend paid to non-employee directors and a pro-rated portion of the annual grant of restricted stock units, in this case, 2,114 restricted stock units.
A copy of the press release issued by the Company announcing Mr. Schlaybaugh’s election to the Board is furnished as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
||
| 99.1 | Press Release dated October 11, 2016. | |
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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.
| Syntel, Inc. | ||||||||
| (Registrant) | ||||||||
| Date | October 11, 2016 |
By | /s/ Daniel M. Moore | |||||
| Daniel M. Moore, Chief Administrative Officer | ||||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated October 11, 2016. | |
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Exhibit 99.1
Syntel Adds New Member to Board of Directors
TROY, Mich. – October 11, 2016 – Syntel, Inc., a global leader in digital modernization, information technology and knowledge process services for Global 2000 companies, today announced the appointment of Mr. Rex E. Schlaybaugh, Jr. to its Board of Directors. Mr. Schlaybaugh will serve as a member of the Board of Directors’ Nominating and Corporate Governance Committee.
Previously, Mr. Schlaybaugh was affiliated with Dykema Gossett PLLC for 37 years and served as Dykema’s Chairman and Chief Executive Officer from 2002 through 2011. Mr. Schlaybaugh is also a member of the Board of Directors and Chairman of the Audit Committee of John Hancock Life Insurance Company and a commissioner on the Michigan Natural Resources Commission.
“I am delighted to welcome Rex Schlaybaugh to the Syntel Board,” said Bharat Desai, Chairman of Syntel’s Board of Directors. “Rex is a respected business and community leader with considerable experience. We look forward to his contributions in helping Syntel leverage its investments and capabilities to become a strong digital modernization partner to global enterprises.”
His appointment will continue until the Syntel 2017 Annual Shareholders meeting. All members of the Syntel Board of Directors are subject to re-election by shareholders each year.
About Syntel
Syntel (Nasdaq:SYNT) is the global leader in digital modernization services, with a core suite of automation-driven IT and knowledge process services. Syntel helps global enterprises thrive in the Two-Speed World™ by building agile, efficient technology infrastructures that blend legacy business models with disruptive digital innovations. Syntel’s recursive automation platform, SyntBots®, enables clients to manage, migrate, and modernize their business and technology ecosystems. Syntel believes in a “Customer for Life” philosophy to build collaborative partnerships and creates long-term business value for its clients by investing in IP, solutions and industry-focused delivery teams with deep domain knowledge.
To learn more, visit us at: www.syntelinc.com
Safe Harbor Provision
This news release may include forward-looking statements, including those with respect to the future level of business for Syntel, Inc. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 or from other factors not currently anticipated.
Contacts:
North America/Europe: Jon Luebke, Syntel, 248/619-3503, jon_luebke@syntelinc.com
Europe and International: Rani Gill, Flame PR, +44 0203 357 9746, Syntel@flamepr.com
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