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

On November 20, 2020, Virtusa Corporation (the "Company") held a special meeting of stockholders (the "Special Meeting"). As of October 9, 2020, the record date for the Special Meeting, 33,309,509 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), were outstanding and entitled to vote (including 3,000,000 shares of Common Stock issuable upon conversion of the 108,000 shares of Series A Convertible Preferred Stock, $0.01 par value per share (the "Series A Preferred Stock"), issued and outstanding), of which 27,370,719 shares of Common Stock, or approximately 82.2%, were represented by proxy at the Special Meeting, constituting a quorum.

The final results of voting for each matter submitted to a vote of the stockholders at the Special Meeting are set forth below.

Proposal 1: Adoption of the Merger Agreement

The Company's stockholders adopted the Agreement and Plan of Merger, dated as of September 9, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Austin HoldCo Inc., a Delaware corporation ("Parent"), Austin BidCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and the Company, pursuant to which Sub will be merged with and into the Company (the "Merger"). The results of such vote were as follows:





 Votes For        Votes Against       Abstentions       Broker Non-Votes
  27,011,436          321,540             37,743                  --

Proposal 2: Advisory Approval Vote on the Compensation of the Company's Named Executive Officers

The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers that may be paid or may become payable to the Company's named executive officers in connection with the Merger. The results of such vote were as follows:





 Votes For        Votes Against       Abstentions       Broker Non-Votes
  22,592,067         4,727,696            50,956                  --

Proposal 3: Adjournment or Postponement of the Special Meeting

The Company's stockholders approved a proposal to adjourn or postpone the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger proposal. The results of such vote were as follows:





 Votes For        Votes Against       Abstentions       Broker Non-Votes
  25,278,016         2,052,947            39,756                  --


Item 8.01. Other Events.

On November 20, 2020, the Company issued a press release announcing adoption of the Merger Agreement by the Company's stockholders at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                                   Description

  99.1          Press Release issued by Virtusa Corporation on November 20, 2020
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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