8-K

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): June 29, 2017

VIRTUSA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33625	04-3512883
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

2000 West Park Drive Westborough, Massachusetts	01581
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 389-7300

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02(b).   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2017, the Board of Directors of Virtusa Corporation accepted the retirement of Martin Trust, a class II director, effective June 30, 2017 and Robert Davoli, a class I director, who will remain a director of the Company until the expiration of his term at this year’s annual meeting of stockholders.  In connection with the retirements of Mr. Trust and Mr. Davoli, the Board of Directors of the Company has approved a decrease in the number of directors constituting the Board from ten to nine, as of June 30, 2017, and then from nine to eight members, to be effective as of this year’s annual meeting of stockholders.  Mr. Davoli has been a member of the Board of Directors since 2000 and serves on the Board’s compensation committee. Mr. Trust has been a member of the Board since 2004 and is the Chairman of the compensation committee.

In connection with Mr. Trust’s retirement and Mr. Davoli’s pending retirement, the Board of Directors approved or confirmed the following appointments to the committees of the Board, effective as of June 30, 2017, as follows:

Audit Committee

Barry Nearhos (Chair)

Bill O’Brien

Joe Doody

Compensation Committee

Bill O’Brien (Chair)

Joe Doody

Al-Noor

Corporate Governance

Row Moriarty (Chair)

Izhar Armony

Vikram Pandit

Finance Committee

Vikram (Chair)

Izhar Armony

Barry Nearhos

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Item 7.01.   Regulation FD Disclosure.

On July 5, 2017, the Company issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.   Financial Statements and Exhibits

(d)Exhibits

The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:

99.1      Press Release issued by Virtusa Corporation on July 5, 2017.

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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.

	Virtusa Corporation
Date: July 5, 2017	By:	/s/ Ranjan Kalia
		Ranjan Kalia
		Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Virtusa Corporation on July 5, 2017

5

EX-99.1

Exhibit 99.1

Virtusa Announces Retirement of Board Members Martin Trust and Robert E. Davoli

Westborough, MA — (July 5, 2017) — Virtusa Corporation (NASDAQ GS: VRTU), a global business consulting and IT outsourcing company that accelerates business outcomes for its clients, today announced that Martin Trust and Robert E. Davoli have decided to retire from the Board of Directors and will not stand for re-election. Mr. Trust will retire, effective June 30, 2017, and Mr. Davoli will continue to serve as a director of Virtusa until the Company’s fiscal year 2017 annual meeting of stockholders on September 7, 2017.

Mr. Davoli has been a member of the Board of Directors since 2000 and serves on the Board’s compensation committee. Mr. Trust has been a member of the Board since 2004 and is the Chairman of the compensation committee.

Kris Canekeratne, Chairman and Chief Executive Officer of Virtusa, stated, “On behalf of the Virtusa Board of Directors, I would like to thank Marty and Bob for their many years of service and valuable contributions to Virtusa. Their experience and thoughtful guidance have been tremendous assets to the Company and helped drive our significant growth during their tenures. We wish Marty and Bob the very best in their retirement.”

Virtusa has recently added three Board members as part of its Board planning process. Barry R. Nearos, an ex-partner from PwC, joined the Board on March 31 2016. Mr. Joe Doody, former Vice Chairman of Staples, Inc., joined the Virtusa Board on February 22, 2017. Lastly, Mr. Vikram S. Pandit, an ex-CEO of Citigroup and Chairman and CEO of The Orogen Group LLC, an operating company he created with the Atairos Group, Inc. that makes control and other strategic investments in growth-oriented financial services and related companies, joined the Virtusa Board on May 3, 2017 as part of the $108 million convertible preferred stock financing consummated with Virtusa by the Orogen Group on May 3, 2017.

About Virtusa

Virtusa Corporation (NASDAQ GS: VRTU) is a global provider of information technology (IT) consulting and outsourcing services that accelerate business outcomes for Global 2000 companies and leading software vendors in banking and financial services, insurance, healthcare, telecommunications, technology, and media & entertainment.

Virtusa helps CXOs address the dual challenge of growing revenues while improving IT cost efficiencies. Virtusa’s digital transformation & innovation (DTi) solutions

enable clients to reimagine the customer experience, accelerate revenue growth and creating lasting business value. The company’s operational excellence (OE) solutions help clients reduce risk, improve operational efficiencies, and lower IT costs.

Virtusa delivers services across the IT lifecycle, including consulting, solution design, technology selection, implementation, testing, and maintenance, including infrastructure support. With a strong heritage in software engineering, Virtusa is highly qualified to both develop and maintain software, using a proven platforming methodology and advanced Agile and Accelerated Solution Design techniques to reliably deliver results on time and within budget.

Holding a proven record of success across industries, Virtusa readily understands its clients’ business challenges and uses its domain expertise to deliver distinctive, differentiated and innovative applications of technology to address its client critical business challenges. Examples include the building the world’s largest P&C claims modernization program; one the largest corporate customer portals for a premier global bank; an order to cash implementation for a multinational telecommunications provider; and digital transformation initiatives for media and banking companies.

Through the acquisition of a majority interest in Polaris Consulting Services Ltd. in March 2016, Virtusa has created a robust platform to provide end-to-end solutions and services in banking and financial services, strengthening its positioning as a top, global FinTech services provider. Virtusa Corporation is headquartered in Massachusetts and has 50 offices across North America, Europe, Asia-Pacific and Australia.

Polaris Consulting & Services is a subsidiary of Virtusa Corporation. Copyright © 2017 Virtusa Corporation. All Rights Reserved.

Media Contact:

Greenough

Amy Legere, (617) 275-6517

alegere@greenough.biz

Investor Contact:

ICR

William Maina, (646) 277-1236

william.maina@icrinc.com