Gartner (IT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with voting on three key proposals: election of 13 directors, advisory approval of executive compensation, and ratification of KPMG LLP as auditor for 2026.

• The company faced a challenging 2025, with external market forces impacting contract value growth, but responded with cost management, innovation (notably the AskGartner GenAI tool), and a strategic business review.

• Significant shareholder value actions included $2 billion in stock repurchases and a successful bond offering to support further buybacks.

• Two new directors were added in early 2026, bringing unique skills to the board.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 13 directors, advisory approval of executive compensation, and ratification of KPMG LLP as auditor.

• All nominees for director are incumbents and have agreed to serve another term.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of 13 directors, with a majority being independent and all committees fully independent.

• Board leadership combines the roles of CEO and Chairman, with a Lead Independent Director providing additional oversight.

• Annual board and committee self-evaluations, majority voting for directors, proxy access, and overboarding policies are in place.

• The board rotates committee chairs and regularly reviews governance practices.