Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On May 20, 2020, the Board of Directors (the "Board") of Genpact Limited, a Bermuda company (the "Company"), appointed Brian Stevens to the Board effective immediately. The Board has not yet determined on which Board committees, if any, Mr. Stevens will serve.

Mr. Stevens, age 56, is the executive chairman of Neural Magic, a startup founded by a team of professors, research scientists, and former graduate students from the Massachusetts Institute of Technology. Previously, Mr. Stevens was at Google Cloud from 2014 to 2019, most recently as vice president and chief technology officer. Prior to that, he worked at Red Hat, Inc. from 2001 to 2014, most recently as executive vice president of worldwide engineering and chief technology officer. Mr. Stevens also currently serves as a director of Nutanix, Inc., a cloud computing company, and as an advisor to ClimaCell, a micro weather forecasting company, and CapitalG, a private growth equity investment fund that is part of Alphabet Inc.

In accordance with the Company's compensation program for non-employee directors, Mr. Stevens will receive an annual base retainer of $70,000. He will also receive an annual grant of restricted share units with a value of $175,000 based on the closing share price of a Company common share on the grant date. Mr. Stevens has also entered into the Company's standard form of indemnification agreement for directors of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2020, the Company held its 2020 annual general meeting of shareholders (the "Annual Meeting") in a virtual format. At the Annual Meeting, Company shareholders voted on three proposals. The full results of the votes are set forth below. Each proposal is described in detail in the Company's previously filed Proxy Statement related to the Annual Meeting.

Proposal 1



Company shareholders elected each of the nominees to the Company's Board as set
forth below:


                 Number of Shares   Number of       Number of Shares  Broker
  Director       For                Shares Against  Abstaining        Non-Votes
  N.V.           171,051,701        16,919          26,658            5,748,098
  Tyagarajan
  James Madden   167,520,388        3,545,070       29,820            5,748,098
  Ajay Agrawal   170,128,843        937,181         29,254            5,748,098
  Stacey         171,060,180        18,074          17,024            5,748,098
  Cartwright
  Laura          171,062,438        17,269          15,571            5,748,098
  Conigliaro
  Carol          168,904,827        2,167,446       23,005            5,748,098
  Lindstrom
  CeCelia Morken 169,320,724        1,759,054       15,500            5,748,098
  Mark Nunnelly  165,833,313        5,230,383       31,582            5,748,098
  Mark Verdi     171,045,926        19,791          29,561            5,748,098


Proposal 2

Company shareholders voted to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as set forth below:



  Votes cast in favor 143,199,195
  Votes cast against  27,528,163
  Votes abstaining    367,920
  Broker non-votes    5,748,098


Proposal 3

Company shareholders approved the appointment of KPMG as the Company's independent registered public accounting firm for the 2020 fiscal year as set forth below:



  Votes cast in favor 175,411,331
  Votes cast against  1,405,868
  Votes abstaining    26,177

--------------------------------------------------------------------------------




                                   Signature

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.





                     GENPACT LIMITED

Date: May 27, 2020   By:      /s/ Heather D. White
                     Name:    Heather D. White
                     Title:   Senior Vice President, General Counsel and Secretary

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