UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 97609 / May 26, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4411 / May 26, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21470

In the Matter of

Gartner, Inc.

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Gartner, Inc. (“Gartner” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”), which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Ceaseand-Desist Proceedings, pursuant to Section 21C of the Securities Exchange Act of 1934, 

Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
2

Summary

1. This matter concerns Gartner’s violations of the anti-bribery, books and records, 

and internal accounting control provisions of the Foreign Corrupt Practices Act of 1977 (“FCPA”), 

as a result of a scheme to obtain and retain business from a South African government entity, the 

South Africa Revenue Service (“SARS”).

2. At the direction of SARS senior officials, a manager of Gartner’s consulting 

segment (the “Gartner Consulting Manager”) authorized Gartner to enter into sub-contracts with a 

South African information technology consulting company (the “Private Company”). At the time 

of the sub-contracts, the manager knew or consciously disregarded the possibility that all or part of 

the money paid to the Private Company would be offered, given, or promised, directly or 

indirectly, to those SARS officials, to induce the officials, in violation of their lawful duty, to 

award multi-million dollar sole-source contracts to Gartner.

3. The purported justification for hiring the Private Company offered by the Gartner 

Consulting Manager was that (1) Gartner needed to sub-contract with the Private Company in 

order to meet the requirements of South Africa’s Broad-Based Black Economic Empowerment 

legislation (“B-BBEE”) and (2) neither Gartner nor its local sub-agents qualified under the 

applicable law. This justification was false because Gartner, through its local sub-agents, did in 

fact qualify under the B-BBEE.

Respondent

4. Gartner,Inc. is a U.S. public company incorporated in Delaware and with

headquartersin Connecticut. Gartner hasthree primary business segments: Gartner Research, 

Gartner Consulting, and Gartner Conferences. In 2015, Garner Consulting’s revenue was 

approximately 15% of the company’s total revenue of $2.2 billion. Prior to 2017, Gartner operated 

in South Africa through its exclusive sales agent, Future Trends Ltd., and sub-agents, IT 

Management Advisory Services Pty. Ltd. (“ITMAS”) and Zimeleyo Research & Consulting Pty 

Ltd (“Zimeleyo”). Beginning in 2017, after it incorporated and operated directly in South Africa, 

Gartner allowed these agency relationships to lapse. Gartner stock is now, and was during the 

relevant time period, registered under Section 12(b) of the Exchange Act and trades on the New

York Stock Exchange under the ticker symbol “IT.”

Other Relevant Entities and Individuals

5. Gartner Consulting Manager was responsible for Gartner Consulting’s public 

sector business covering Europe, the Middle East, and Africa, including oversight of the SARS 

engagement.

6. Private Company is a private South African information technology consulting 

company formed in 2009. The Executive Director of the Private Company was a close friend of a 

SARS senior official.
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Facts

7. On December 10, 2014, the Private Company’s executive director advised 

Zimeleyo’s General Manager that SARS wanted to conduct an assessment of its information 

technology systems, and that SARS had offered to meet to discussthe scope of the work. The two 

executives drafted proposed “terms of reference” for the SARS project, which sought to define the 

mandate for the work that the project would entail and was based on information that SARS 

provided to the Private Company’s executive director.

8. On December 18, 2014, senior officers at SARS invited other Zimeleyo 

representativesto discussthe potential engagement. The SARS representatives provided the 

Zimeleyo representatives with a draft request for proposal that included the substantive terms 

contained in the “terms of reference” referenced above.

9. On January 1, 2015, Zimeleyo provided SARS with Gartner’sresponse to the 

proposal, which did not make any mention of the Private Company or its executive director.

10. On January 9, 2015, SARS requested to expand the scope of the proposal and 

suggested that Gartner use the Private Company in order to qualify for the contract under South 

Africa’s B-BBEE legislation.

11. The Gartner Consulting Manager explained in an email to Gartner management 

that, in order to win the contract, Gartner had no option but to agree to SARS’ request to use the 

Private Company: “[B]oth the client and the [Private Company] [are] quite sav[v]y . . . The 

[Private Company] knows that we cannot bid without them.”

12. SARS signed a Master Consulting Services Agreement with Gartner on February 5, 

2015. The contract, which had a value of approximately $1 million, contained no reference to the 

Private Company or any provisions regarding B-BBEE qualifications or requirements, and Gartner 

did not enter into a sub-contract with the Private Company. Rather, Gartner’s agent Zimeleyo 

directly engaged as consultants four individuals affiliated with the Private Company to conduct 

work on Gartner’s behalf with the full knowledge of key personnel within SARS’s procurement 

division, notwithstanding the fact that the contract contained no reference to the Private Company.

13. In April 2015, the Gartner Consulting Manager and Zimeleyo’s General Manager 

met with the SARS Commissioner and several top officers to discuss Gartner’s report on its 

completion of the service agreement (“Phase I”). The SARS Commissionersuggested a follow-up 

project to implement Gartner’srecommendations and asked the Gartner Consulting Manager for a 

rough estimate of the cost. The Gartner Consulting Manager advised that the work would cost 

approximately $10 million.

14. On June 1, 2015, the Gartner Consulting Manager and the Zimeleyo General 

Manager exchanged emails regarding Gartner’s draft proposal to SARS for the follow-up project 

(“Phase II”). Zimeleyo’s General Manager advised that the Private Company’s executive director 

was working with SARS officials “to set the expectations with them” regarding the pricing for 

Phase II of the SARS project in advance of Gartner submitting its formal proposal to SARS.
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15. The Gartner Consulting Manager did not question whether there was possible 

collusion between the Private Company and SARS officials. When the Gartner Consulting 

Manager provided senior Gartner management with an update on the Phase II contract, he referred 

to the Private Company’s executive director as “extremely well connected within Government and 

SARS.” Weeks before Gartner submitted its formal proposal, the Gartner Consulting Manager 

conveyed to other senior Gartner management his expectation that the Phase II contract would be 

made on a sole-source basis.

16. SARS signed the Phase II Master Consulting Services Agreement on July 31, 2015, 

on a sole-source basis. The value of the contract was approximately $10 million to be paid over 18 

months. In a communication to a colleague, the Gartner Consulting Manager described the Private 

Company as a “client mandated partner to meet Black Empowerment Legislation.” He further 

advised that the Private Company was to receive 40% of the contract: “Client directed 50% 

workshare with [Private Company] – we have negotiated this down to 40% on the basis that we 

own the risk and key skills.”

17. The Phase II contract required Gartner to meet B-BBEE qualifications and to 

provide a “Verification Certificate” to SARS on an annual basis. Gartnersatisfied thisrequirement 

through its South African sub-agent, ITMAS, which at that time held a B-BBEE certification. A 

provision of the SARS Phase II contract specifically defined “Gartner” to include ITMAS.

18. Prior to signing the Phase II contract, a SARS procurement officer requested to see 

Gartner’s B-BBEE certificate. In response, Zimeleyo’s General Manager sent SARS the B-BBEE 

verification certificate that ITMAS had been issued on April 17, 2015, and emailed a blind carbon 

copy of the communication to the Private Company.

19. Gartner did not enter into a sub-contract with the Private Company for Phase II of 

the SARS project. Rather, Gartner’s agent Zimeleyo directly engaged as consultants several 

individuals affiliated with the Private Company to conduct Phase II work on Gartner’s behalf with 

the full knowledge of key personnel within SARS’s procurement division, notwithstanding the fact 

that the contract contained no reference to the Private Company or to the approximately 40% of the 

contract that the Private Company was to be paid, pursuant to the instructions that SARS officials 

had made to Gartner.

20. Gartner’s invoices, like the other official transaction documents, omitted any 

reference to the participation of the Private Company. As a condition of Gartner’sright to bid on 

the contract, SARS officials had instructed Gartner to manage its subcontractor, the Private 

Company. Gartner’sinvoicesto SARS contained only a single line item for “Professional Fees.” 

Zimeleyo invoiced Gartner monthly through a single invoice containing two line entries with 

different hourly rates. The Zimeleyo invoice did not identify the hourly rates as pertaining to 

Zimeleyo and the Private Company. Gartner made its payments to Zimeleyo, which in turn paid 

the Private Company. The Gartner Consulting Manager approved all invoices submitted by 

Zimeleyo. Gartner’s payments to South Africa were initiated from its operations facility in Fort 

Myers, Florida.

21. During the relevant time period, Gartner’s internal FCPA risk assessments 

identified the company’s “[s]ales agent, consultant or third party relationships with public sector
5

clients” as a potential “bribery red flag[].” Gartner’s policy regarding the hiring of third party 

consultants did not adequately address anti-corruption risks. At the time of the SARS engagement, 

the company lacked risk-based screening proceduresfor hiring third party contractors, had no anticorruption related vendor onboarding procedures, and lacked adequate monitoring procedures.

Legal Standards and Violations

22. Under Exchange Act Section 21C(a), the Commission may impose a cease-anddesist order upon any person who is violating, has violated, or is about to violate any provision of 

the Exchange Act or any regulation thereunder, and upon any other person that is, was, or would 

be a cause of the violation, due to an act or omission the person knew or should have known 

would contribute to such violation.

23. As described above, the Gartner Consulting Manager authorized multiple

payments to the Private Company in connection with the Phase I and Phase II contracts with

SARS. The Gartner Consulting Manager had been advised of (i) the Private Company’s

executive director’s close relationship to a senior SARS official; (ii) his role in introducing

Gartner to SARS and in setting expectations with SARS officials; and (iii) SARS’ directives to

Gartner to hire the Private Company and pay it fixed percentages of the SARS contracts in

order to win the contracts on a sole-source basis. The Gartner Consulting Manager also knew

or consciously avoided knowing that the purported justification for hiring the Private Company

– Gartner was told by SARS to hire the Private Company in order to qualify for the contracts

under South Africa’s B-BBEE legislation – was false. Gartner’s Consulting Manager knew or

consciously disregarded the high probability that the Private Company’s executive director

would offer, provide or promise the payments his company received, or a portion thereof, to

SARS officials for the purpose of influencing such officials to obtain or retain business for

Gartner. As a result, Gartner was awarded the Phase I and Phase II SARS contracts and

received ill-gotten net profits associated with the contracts of $675,974.

24. As a result of the conduct described above, Gartner violated Section 30A of the 

Exchange Act, which prohibits, in relevant part, any issuer with a class of securities registered 

pursuant to Section 12 of the Exchange Act, or any officer, director, employee, or agent acting on 

behalf of such issuer, or any stockholder acting on behalf of an issuer, in order to obtain or retain 

business, from corruptly giving or authorizing the giving of anything of value to any person, while 

knowing that all or a portion of such thing of value will be offered, given, or promised, directly or 

indirectly, to any foreign official for the purposes of influencing the official or inducing the

official to act in violation of his or her lawful duties, or to secure any improper advantage, or to

induce a foreign official to use his influence with a foreign governmental instrumentality to

influence any act or decision of such government or instrumentality.

25. As a result of the conduct described above, Gartner violated Section 13(b)(2)(A) of 

the Exchange Act, which requires reporting companies to make and keep books, records, and 

accounts which, in reasonable detail, accurately and fairly reflect their transactions and dispositions 

of their assets.

26. Gartner failed to devise and maintain sufficient internal accounting controls 

around identified FCPA risks relating to sales agents, consultants and third party relationships 

with public sector clients. As a result of the conduct described above, Gartner violated 
6

Section 13(b)(2)(B) of the Exchange Act, which requires all reporting companies to devise and

maintain a system of internal accounting controls sufficient to provide reasonable assurances that

transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles. 

Gartner’s Remedial Efforts and Cooperation

27. In determining to accept the Offer, the Commission considered Gartner’s selfdisclosure following press reports in South Africa, cooperation, and remedial efforts. Its

cooperation included providing regular updates and sharing facts identified in the course of its

own internal investigation, making foreign-based employees available for interviews in the

United States, and encouraging cooperation by former employees. Gartner’s remediation

included revising and enhancing relevant policies and procedures and training programs,

increasing both financial and human resources for compliance, and enhancing its due diligence 

procedures.

Disgorgement

28. The disgorgement and prejudgment interest ordered in paragraph IV is consistent 

with equitable principles, does not exceed Respondent’s net profits from its violations, and 

returning the money to Respondent would be inconsistent with equitable principles. Therefore, 

in these circumstances, distributing disgorged funds to the U.S. Treasury is the most equitable 

alternative. The disgorgement and prejudgment interest ordered in paragraph IV shall be 

transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange 

Act.

IV.

In view of the foregoing, the Commission deemsit appropriate to impose the sanctions 

agreed to in Respondent Gartner’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Gartner cease and desist 

from committing or causing any violations and any future violations of Sections 30A, 13(b)(2)(A) 

and 13(b)(2)(B) of the Exchange Act.

B. Respondentshall, within 10 days of the entry of this Order, pay disgorgement of

$675,974 and prejudgment interest of $180,790 to the Securities and Exchange Commission for 

transfer to the general fund of the United States Treasury, subject to Exchange Act Section 

21F(g)(3). If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of 

Practice 600. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $1,600,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.

Payment must be made in one of the following ways:
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(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Gartner as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Charles E. Cain, Chief, FCPA Unit, 

Division of Enforcement, Securities and Exchange Commission, 100 F Street, NE, Washington, 

DC 20549-5631.

C. Amounts ordered to be paid as civil money penalties pursuant to this Ordershall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

By the Commission.

Vanessa A. Countryman 

Secretary