Number of shares available for grant (in shares)

  
Note 6 — Stock-Based Compensation  
The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of September 30, 2022, the Company had 3.9 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its current Long-Term Incentive Plan as amended and restated in January 2019 (the “Plan”).  
The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the periods indicated (in millions).

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Three Months Ended |  | Nine Months Ended |
|   |  | September 30, |  | September 30, |
| Award type |  | 2022 |  | 2021 |  | 2022 |  | 2021 |
| Stock appreciation rights |  | $ | 2.2  |  |  | $ | 2.1  |  |  | $ | 6.6  |  |  | $ | 6.1  |  |
| Restricted stock units (2) |  | 18.6  |  |  | 17.1  |  |  | 70.4  |  |  | 75.0  |  |
| Common stock equivalents |  | 0.2  |  |  | 0.2  |  |  | 0.6  |  |  | 0.6  |  |
| Total (1) |  | $ | 21.0  |  |  | $ | 19.4  |  |  | $ | 77.6  |  |  | $ | 81.7  |  |

  


|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Three Months Ended |  | Nine Months Ended |
|   |  | September 30, |  | September 30, |
| Expense category line item |  | 2022 |  | 2021 |  | 2022 |  | 2021 |
| Cost of services and product development |  | $ | 7.6  |  |  | $ | 6.9  |  |  | $ | 27.0  |  |  | $ | 28.6  |  |
| Selling, general and administrative |  | 13.4  |  |  | 12.5  |  |  | 50.6  |  |  | 53.1  |  |
| Total (1) (2) |  | $ | 21.0  |  |  | $ | 19.4  |  |  | $ | 77.6  |  |  | $ | 81.7  |  |

  


|  |  |  |
| --- | --- | --- |
|  |  |  |
|  |

(1)Includes costs of $5.4 million and $5.5 million during the three months ended September 30, 2022 and 2021, respectively, and $32.7 million and $38.3 million during the nine months ended September 30, 2022 and 2021, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.(2)On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of the Board of Directors of the Company established performance measures for the performance-based restricted stock units (the “PSUs”) awarded to the Company’s executive officers in 2020 under the Plan. Based on preliminary corporate performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50% of target. However, on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95% of target. In deciding to exercise this discretion to adjust the PSU payout, the Committee considered the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic. As a result of the modification, the Company recognized $6.5 million of incremental compensation cost during the nine months ended September 30, 2021.   
Note 7 — Segment Information  
The Company’s products and services are delivered through three segments – Research, Conferences and Consulting, as described below.  
•Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.  
•Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.  
•Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.16
