UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 10, 2020, the Board of Directors (“Board”) of Computer Task Group, Incorporated (“Company”) approved a form of indemnification agreement for each current independent director of the Company and its executive officers. Under the indemnification agreement, the Company agrees, among other things, to indemnify directors and executive officers under the circumstances and to the extent provided for therein, to the maximum extent permitted by New York law, subject to certain exceptions, against certain expenses, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director or executive officer and also provide for the advancement of expenses and contribution.
The description of the indemnification agreements set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement between the Company and each of the independent directors and executive officers which is filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 10, 2020, consistent with the retirement age guidelines of the Board of Directors (“Board”) of Computer Task Group, Incorporated (“Company”), Daniel J. Sullivan informed the Board of his decision to retire as a Director and Chairman of the Board, effective as of the conclusion of the 2021 Annual Meeting of Shareholders anticipated to be held on September 16, 2021. Mr. Sullivan’s retirement is not the result of any dispute or disagreement with the Company.
| Item 7.01 | Regulation FD. |
On November 12, 2020, Computer Task Group, Incorporated (“Company”) issued a press release attached hereto as Exhibit 99.1. The press release was also posted to the Company’s website.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 10.01 | Form of Director Indemnification Agreement. | |
| 10.02 | Form of Officer Indemnification Agreement. | |
| 99.1 | Press release dated November 12, 2020. | |
| Exhibit 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |
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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.
| COMPUTER TASK GROUP, INCORPORATED | ||||||
| Date: November 12, 2020 | By: | /s/ Peter P. Radetich | ||||
| Name: | Peter P. Radetich | |||||
| Title: | Senior Vice President & Secretary | |||||
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