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): December 20, 2020

COMPUTER TASK GROUP, INCORPORATED

(Exact name of registrant as specified in its charter)

New York	1-9410	16-0912632
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 Delaware Avenue, Buffalo, NY		14209
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 882-8000

Not applicable

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $.01 par value	CTG	The NASDAQ Stock Market LLC

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  ☐

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.  ☐

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

On December 20, 2020, the Board of Directors of the Company (the “Board”) elected Mr. Raj Rajgopal as a Class III director of the Company effective as of December 20, 2020. Mr. Rajgopal will hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. The appointment of Mr. Rajgopal to the Board of Directors is intended to fill the vacancy that will be created upon the retirement of Mr. Daniel J. Sullivan, the Chairman of the Board of Directors, upon the conclusion of the Company’s 2021 annual meeting of shareholders.

The Board appointed Mr. Rajgopal to serve as a member of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee of the Board. The Board has affirmatively determined that Mr. Rajgopal is “independent” under Nasdaq listing standards.

Mr. Rajgopal founded and is the President of RR Advisory Group, LLC, an advisory firm targeted at offering due diligence and consulting services to venture and private equity investors. He also currently serves as a consultant and board observer at WevoConversion, a provider of artificial intelligence (AI) and machine learning (ML) based digital marketing platforms. Mr. Rajgopal was previously the President of Virtusa Corporation (NASDAQ: VRTU), where he successfully led the company’s transformation from a engineering services firm with revenue of $170 million to leading digital consulting and solutions organization with 20,000 employees and annual revenue of more $800 million. During his tenure at Virtusa, Mr. Rajgopal contributed to the company achieving 28 consecutive quarters of growth and led due diligence efforts on a number of strategic acquisitions. Prior to Virtusa, Mr. Rajgopal held multiple leadership roles in both the U.S. and the U.K. at CapGemini, a global leader in consulting, technology services and digital transformation. He was also a Director of Advanced Technologies at BGS Systems, Inc.

There are no arrangements or understandings between Mr. Rajgopal and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Rajgopal and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Rajgopal and the Company.

Mr. Rajgopal will receive the same compensation for service on the Board as that of the other non-employee directors of the Company. Non-employee directors are currently paid an annual retainer of $150,000 that is paid on a quarterly basis in the form of cash and common stock.

Upon his appointment to the Board, the Company intends to enter into its standard form of indemnification agreement for directors with Mr. Rajgopal, which indemnification agreement, among other matters, requires the Company to (1) indemnify Mr. Rajgopal against certain liabilities that may arise by reason of his status or service as a director and (2) to advance Mr. Rajgopal’s expenses incurred as a result of a proceeding as to which he may be indemnified. The indemnification agreement is intended to provide indemnification rights to the fullest extent permitted under applicable law, including the applicable indemnification rights statutes in the State of New York, and is in addition to any rights a director may have under the Company’s Restated Certificate of Incorporation and Restated By-laws. The Company’s standard form of indemnification agreement (for directors) is filed as Exhibit 10.1 to the Company’s Report on Form 8-K that was filed with the Securities and Exchange Commission on November 12, 2020 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated December 21, 2020 announcing changes to board of directors.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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: December 21, 2020	By:	/s/ Peter P. Radetich
		Peter P. Radetich
		Senior Vice President, General Counsel & Secretary

EX-99.1

Exhibit 99.1

CTG Appoints Digital Strategies Executive, Raj Rajgopal, to Board of Directors

Brings Relevant Experience as a Recognized Thought Leader in Digital Strategies and Transformations

BUFFALO, N.Y., December 21, 2020 – CTG (NASDAQ: CTG), a leading provider of information technology (IT) solutions and services in North America and Western Europe, today announced the appointment of Raj Rajgopal to the Company’s Board of Directors, effective December 20, 2020.

Rajgopal is a seasoned industry executive with over 30 years of experience implementing digital strategies and driving transformational growth. Rajgopal previously served as the President of Virtusa Corporation (NASDAQ: VRTU), where he successfully led the company’s transformation from an engineering services firm with revenue of approximately $170 million to a leading digital consulting, digital solutions and IT services organization with 20,000 employees and annual revenues of more than $800 million. During his tenure at Virtusa, Rajgopal supported the company’s 28 consecutive quarters of growth and led due diligence efforts on a number of successful acquisitions. Prior to Virtusa, Rajgopal held multiple leadership roles in both the U.S. and the U.K. at Capgemini, a global leader in consulting, technology services and digital transformation. He was also a Director of Advanced Technologies at BGS Systems, Inc. Rajgopal is currently the founder and President of RR Advisory Services, LLC, an advisory firm that offers due diligence and consulting services to venture capital and private equity investors. He also currently serves as a Board observer at Wevo Conversion, a provider of artificial intelligence and machine learning based digital marketing platform.

Daniel J. Sullivan, Chairman of the Board of Directors of CTG and a member of the Nominating and Governance Committee, commented, “Raj is an excellent addition to the Board as the Company continues to make significant progress executing its strategic plan focused on digital solutions. He brings extensive experience in the implementation of digital strategies and a proven track record of leading business transformations. In addition to being a strong complement to the Board’s broad expertise in IT services and solutions, Raj’s appointment as a new independent director demonstrates our ongoing commitment to maintaining a highly diverse and qualified Board. We are confident Raj’s skillset and background will be a valuable addition to our Board and we’re looking forward to working closely with him to achieve CTG’s strategic objectives and create near- and long-term value for CTG shareholders.”

The appointment of Rajgopal is the result of an extensive search process conducted by CTG’s Board of Directors, in conjunction with a leading search firm, to find a highly qualified individual with extensive experience in IT and digital transformation services, and demonstrated leadership.

As a result of Rajgopal’s appointment, the CTG Board will temporarily expand to seven directors until CTG’s 2021 Annual Meeting, at which time Dan Sullivan will step down as a result of reaching the Company’s mandatory retirement age. At the 2021 Annual Meeting, the CTG Board will comprise of six directors, five of whom are independent and two of whom have been appointed over the last three years.

Rajgopal holds an undergraduate degree from the Indian Institute of Technology, a master’s degree in computer science from Virginia Tech and an MBA from the MIT Sloan School of Management.

About CTG:

CTG provides comprehensive digital information technology and business offerings built on a proven track record for measurably improving the quality and impact of enterprise technology across a range of industries. Our reputation as a reliable, results-driven partner reflects our uncompromising commitment to ensuring that our clients’ transformation initiatives will deliver the outcomes necessary to compete in their new normal: improved data-driven decision-making, meaningful business performance improvements, new and enhanced customer experiences, and continuous innovation. CTG has operations in North America, South America, Western Europe, and India. The Company regularly posts news and other important information at www.ctg.com.

Safe Harbor Statement

This document contains certain forward-looking statements concerning the Company’s current expectations as to future growth, financial outlook, business strategy and performance expectations for 2020 and statements related to cost control, new business opportunities, financial performance, market demand, and other attributes of the Company. These statements are based upon the Company’s expectations and assumptions, a review of industry reports, current business conditions in the areas where the Company does business, feedback from existing and potential new clients, a review of current and proposed legislation and governmental regulations that may affect the Company and/or its clients, and other future events or circumstances. Actual results could differ materially from the outlook guidance, expectations, and other forward-looking statements as a result of a number of factors, including among others, the effects of the COVID-19 pandemic and the regulatory, social and business responses thereto on the Company’s business, operations, employees, contractors and clients, the availability to the Company of qualified professional staff, domestic and foreign industry competition for clients and talent, increased bargaining power of large clients, the Company’s ability to protect confidential client data, the partial or complete loss of the revenue the Company generates from International Business Machines Corporation (IBM), the ability to integrate businesses when acquired and retain their clients while achieving cost reduction targets, the uncertainty of clients’ implementations of cost reduction projects, the effect of healthcare reform and initiatives, the mix of work between staffing and solutions, currency exchange risks, risks associated with operating in foreign jurisdictions, renegotiations, nullification, or breaches of contracts with clients, vendors, subcontractors or other parties, the change in valuation of capitalized software balances, the impact of current and future laws and government regulation, as well as repeal or modification of such, affecting the information technology (IT) solutions and staffing industry, taxes and the Company’s operations in particular, industry and economic conditions, including fluctuations in demand for IT services, consolidation among the Company’s competitors or clients, the need to supplement or change our IT services in response to new offerings in the industry or changes in client requirements for IT products and solutions, actions of activist shareholders, and other factors that involve risk and uncertainty including those listed in the Company’s reports filed with the Securities and Exchange Commission as of the date of this document. Such forward-looking statements should be read in conjunction with the Company’s disclosures set forth in the Company’s Form 10-K for the year ended December 31, 2019, which is incorporated by reference, and other reports that may be filed from time to time with the Securities and Exchange Commission. The Company assumes no obligation to update the forward-looking information contained in this release.

Investors:

John M. Laubacker, Chief Financial Officer

(716) 887-7368

XML

Document and Entity Information	Dec. 20, 2020
Cover [Abstract]
Entity Registrant Name	COMPUTER TASK GROUP INC
Amendment Flag	false
Entity Central Index Key	0000023111
Document Type	8-K
Document Period End Date	Dec. 20, 2020
Entity Incorporation State Country Code	NY
Entity File Number	1-9410
Entity Tax Identification Number	16-0912632
Entity Address, Address Line One	800 Delaware Avenue
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14209
City Area Code	(716)
Local Phone Number	882-8000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.01 par value
Trading Symbol	CTG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false