Genpact LTD

For the period ended May 2, 2024. Filed Mar 20, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2024 · Filed Mar 20, 2024

G$42.27+2.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

	Filed by the Registrant ☒			Filed by a Party other than the Registrant ☐

	Check the appropriate box:
	☐			Preliminary Proxy Statement
	☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☒			Definitive Proxy Statement
	☐			Definitive Additional Materials
	☐			Soliciting Material Pursuant to 240.14a-12

GENPACT LIMITED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

	Payment of Filing Fee (Check all boxes that apply):
	☒			No fee required.
	☐			Fee paid previously with preliminary materials.
	☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Balkrishan “BK” Kalra

Chief Executive Officer

$4.48 BILLION Total revenue was $4.48 billion, up 2% year-over-year (3% on a constant currency basis).1,2
14.1% Net income margin andincome from operations margin were both 14.1%.

Letter to our shareholders

March 20, 2024

Dear Shareholders,

It is my honor to write to you as Genpact’s new President and Chief Executive Officer.

As a long-standing member of the Genpact team, I have tremendous respect for our purpose –the relentless pursuit of a world that works better for people – and for our teams, who deliver on that promise each and every day.

Genpact is a leading global professional services and solutions firm, delivering outcomes that transform our clients’ businesses and shape their future. Our clients – including many in the Global Fortune 500 – partner with us for our unique ability to combine deep industry and functional expertise, world-class talent, and holistic growth-oriented solutions that turn insight into action and deliver outcomes at scale. From New York to New Delhi, and more than 35 countries in between, our 125,000+ person team is passionate about delivering on our purpose.

2023 Results

In 2023, we continued to drive lasting competitive advantage for our clients, running digitally enabled operations and applying our Data-Tech-AI services to design, build, and transform their businesses. This resulted in a year of solid financial performance for Genpact, including:

⯀	Total revenue of $4.48 billion, up 2% year-over-year and 3% on a constant currency basis;1,2

⯀	Data-Tech-AI services revenue of $1.99 billion, up 2% year-over-year both on an as reported and constant currency basis;1,2

⯀	Digital Operations services revenue of $2.48 billion, up 3% year-over-year and 4% on a constant currency basis;1

⯀	Net income of $631 million, up 79% year-over-year, with a corresponding margin of 14.1%;

1	Revenue growth on a constant currency basis is a non-GAAP measure and is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period.

2	Total revenue and revenue from Data-Tech-AI services for the full year 2023 and full year 2022 include $0.5 million and $12 million of revenue, respectively, associated with a business classified as held for sale.

\| LETTER TO OUR SHAREHOLDERS

17.0% Adjusted income from operations margin was 17.0%.3,4

$325 MILLION Capital returned to shareholders of $325 million, including $100 million of dividend payments and $225 million in share repurchases.
$4.9 BILLION New bookings6 were approximately $4.9 billion, up 26% year-over-year.

⯀	Income from operations of $631 million, up 26% year-over-year, with a corresponding margin of 14.1%, and adjusted income from operations of $763 million, up 6% year-over-year, with a corresponding margin of 17.0%;3,4

⯀	Diluted earnings per share of $3.41, up 81% year-over-year, and adjusted diluted earnings per share of $2.98, up 9% year-over-year;3,5

⯀	$325 million of capital returned to shareholders, including $100 million of dividend payments and a total of 6 million shares repurchased at a total cost of $225 million, reducing share count by 3%; and

⯀	New bookings of $4.9 billion,6 up 26% on a year-over-year basis, as we signed a record 14 new large deals, each with total contract values greater than $50 million.

Our progress in 2023 also extended well beyond business performance as we advanced critical ESG initiatives across our four key pillars: climate, diversity, equity and inclusion (DEI), corporate social responsibility and client excellence. We invite you to visit the sustainability section of this document to learn more about our company-wide commitments.

Looking ahead

2024 will be a year of strengthening our foundation for future growth. As Genpact's new CEO, my top priority is to sharpen our focus and drive increased speed and accountability throughout the organization to reach our full potential.

Since our founding, we have seen periods of tremendous growth, driven in part by a number of strategic pivots. As we stand here today, on the verge of a new technology revolution fueled by GenAI, I firmly believe that Genpact is in a better position than ever before to capitalize on the opportunities ahead.

Income from operations and diluted earnings per share for the full year 2022 included a $39 million restructuring charge related to lease impairment charges and employee severance charges, as well as a $33 million impairment charge and a $25 million loss on the sale of a business previously classified as held for sale. These items were excluded from adjusted income from operations and adjusted diluted earnings per share for the full year 2022.

Adjusted income from operations and adjusted income from operations margin are non-GAAP measures. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP income from operations and GAAP net income to adjusted income from operations and GAAP income from operations margin and GAAP net income margin to adjusted income from operations margin. Adjusted income from operations margin for 2023 and 2022 was derived by adjusting total revenue to exclude $12 million and $0.5 million of revenue, respectively, associated with a business previously classified as held for sale.

Adjusted diluted earnings per share is a non-GAAP measure. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share. During the year ended December 31, 2023, we completed an intercompany transfer of certain intellectual property rights from non-US to US wholly-owned subsidiaries, which resulted in a non-recurring tax benefit of $170 million. Net income and diluted earnings per share for the full year ended December 31, 2023 included this benefit. This benefit is excluded from adjusted diluted earnings per share for the year ended December 31, 2023.

6	New bookings, an operating measure, represents the total contract value of new contracts and certain renewals, extensions and changes to existing contracts. Regular renewals of contracts with no change in scope are not counted as new bookings.

\| LETTER TO OUR SHAREHOLDERS

Meeting details
		Date: Thursday, May 2, 2024
		Time: 12:00 p.m. Local Time
		Location: 5 Merchant Square, 5th Floor, London, W2 1AY United Kingdom

Your vote

is important

The Board recommends that you vote“FOR” each director nominee included in Proposal No. 1 and“FOR” Proposal Nos. 2 and 3. The full text of these proposals is set forth in the accompanying proxy statement.

We started our AI journey a few years ago and are charting an ambitious course ahead, working closely with our clients to shape the future by better leveraging data, technology and AI-first principles. We are moving rapidly to embed AI in all of the solutions we bring to market, launching more than 50 GenAI use cases into testing in 2023, with another 30 in production environments with clients either deployed or going live. We have also recently appointed a Chief Technology & Transformation Officer, who will lead the charge on embedding AI in all of our internal operations.

During my first 100 days as CEO, I am prioritizing three key areas – spending more time with clients, continuing to build our senior leadership team and strengthening our partner relationships:

⯀	First, I am spending more time with clients as we partner with them to shape the future – theirs and ours – by leveraging Data, Technology and AI first principles. I have already met with more than 75 clients since the beginning of the year and I am committed to meeting with more than 100 clients in my first 100 days to further inform our strategy.

⯀	Second, I will continue to build our senior leadership team. We have made a number of important additions to our leadership team in the last few months across operations, finance and marketing, and I will continue to identify and fill gaps quickly.

⯀	Third, I am committed to continuing to strengthen our partner relationships to deliver increasingly holistic solutions. I believe we are in a unique position to further leverage our domain and industry expertise, access to data, and CXO relationships to deliver improved performance for clients and thereby improved revenue growth and profitability for Genpact.

In closing, we see tremendous potential ahead and I want to thank you for your investment and ongoing trust. Our work would not be possible without the incredible dedication of our global teams and the support of our shareholders. I look forward to providing more details and updates on our progress in the months ahead.

Annual general meeting

Finally, it is my pleasure to invite you to the 2024 Annual General Meeting of Shareholders of Genpact Limited to be held on Thursday, May 2, 2024 at 5 Merchant Square, 5 th Floor, London, W2 1AY United Kingdom. The Annual General Meeting will begin at 12:00 p.m. local time.

The enclosed Notice of our 2024 Annual General Meeting and Proxy Statement provide important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend the meeting in person. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3.

CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA

Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 2024 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. On or about March 21, 2024, we will mail our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Your vote is very important to us. Whether or not you plan to attend the annual meeting, we ask that you vote as soon as possible. Please review the instructions on the Notice Regarding the Availability of Proxy Materials or, if you request printed copies of the proxy materials, the enclosed proxy card regarding each of your voting options.

Thank you for your ongoing support of and continued interest in Genpact.

Sincerely,

Balkrishan “BK” Kalra Chief Executive Officer

CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA

Meeting details
		Date: Thursday, May 2, 2024
		Time: 12:00 p.m. Local Time
		Location: 5 Merchant Square,5th Floor, London,W2 1AY UnitedKingdom

Your vote

is important

Notice of 2024 annual general meeting

of shareholders

Meeting agenda

	(1)			Elect ten (10) directors to hold office until the next annual election or the election and qualification of their successors;
	(2)			Approve, on a non-binding, advisory basis, the compensation of our named executive officers;
	(3)			Approve the appointment of KPMG Assurance and Consulting Services LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
	(4)			Transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA

Important Notice Regarding the Availability ofProxy Materials for the Annual Meeting to be heldon May 2, 2024: The Company’s proxy statementand Annual Report on Form 10-K are available at www.genpact.com.

Voting instructions

Shareholders of record at the close of business on March 8, 2024 are entitled to vote at the annual meeting.

Your vote is important regardless of the number of shares you own.

We have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about March 21, 2024, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online. We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.

Whether you expect to attend the annual meeting or not, please vote your shares online or, if you request printed copies of the proxy materials, by mail or telephone. Your prompt response will ensure that your shares are represented at the annual meeting. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement.

Please let us know if you plan to attend the annual meeting.

By order of the Board of Directors,

Heather D. White

Corporate Secretary

March 20, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.