Genpact shareholders approve Bermuda-to-Delaware move by 134.6 million votes to 396,000

A 340-to-1 vote clears the Bermuda exit

At a special meeting on November 10 at 521 Fifth Avenue in New York, holders of 134,607,929 Genpact▲+0.86% — Genpact, up 0.86 percent today shares voted to discontinue the company's Bermuda incorporation and domesticate as a Delaware corporation ¹. Exactly 395,861 shares voted against and 61,356 abstained; even adjournment, a routine power to reconvene, drew 6,145,902 votes against ¹. Roughly 81% of the 167.2 million shares outstanding voted ². Genpact, which runs finance, risk and supply-chain operations for large enterprises, closed at $43.07 on November 10 ⁷.

The move carries the company's own dividend warning

The filing gives the board's reasons as potential cost savings, a body of Delaware law more familiar to investors, and the constraints some institutional investors face on owning stock of companies not incorporated in the United States ². Under the proxy statement/prospectus↗, shares convert one-for-one into Delaware stock on or around March 1, 2027, the NYSE ticker stays "G," and the quarterly dividend paid since February 2017 remains at the board's discretion ².

The same document's risk factors say the post-move effective tax rate "may change significantly" and could "reduce the amount of cash available for dividends for periods after the Domestication," while dividends to holders outside the United States become subject to 30% American withholding unless a treaty cuts it ².

Neither published transcript of the November 5 earnings call↗ mentions the domestication ⁴⁷; the warning lives in the filing ².

Returns outran the cash in the same quarter

Nine-month operating cash flow was $142.0 million, down from $526.2 million a year earlier ³, as receivables rose $405.8 million ³ while Genpact's own move to a new ERP (enterprise resource planning) system delayed invoicing and collections ⁴. Dividends and buybacks took about $246 million of the reduced inflow, the squeeze we flagged on November 6 ³. Third-quarter revenue still rose 7.3% to $1.385 billion: Advanced Technology Solutions grew 30.3% to $405 million, while Core Business Services, 71% of revenue, was flat at $980 million ³.

The pitch, stress-tested by its own survey

Chief executive BK Kalra told investors "we are not the company you once knew," pointing to revenue decoupled from headcount and more than $1 billion of agentic bookings, contracts for operations run by AI agents, expected this year ⁴.

The company's own November 12 survey of 2,000-plus executives↗ found 79% with AI agents in production, but only 15% tying AI spending to profit-and-loss outcomes and 9% completing the operating-model change Genpact sells; 92% of firms running agents kept or grew their workforce ⁵.

Mars, the food and pet-care conglomerate, opened a Hyderabad center under the model that starts with more than 400 Genpact staff and a plan for 1,000 Mars associates ⁶.

The first Delaware dividend is the next test

Final board approval and the certificate filings for an effective date on or around March 1, 2027 ², the first dividend declared by the Delaware entity, and fourth-quarter collections, which chief financial officer Sumita Pandit says should normalize by early next year ⁴.