Gupta, who founded the company in 1972, would however continue as its CEO, infoGROUP said in a statement.
The decision is pursuant to an independent review by a Special Litigation Committee of infoGROUP's board on issues raised in derivative litigations filed against the company and in response to an informal investigation by the SEC.
The committee determined that various related party transactions, expense reimbursements, and corporate expenditures were excessive.
Following the review, the changes include separation of the roles of Chairman and CEO and appointment of a new Chief Financial Officer (CFO).
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Gupta has also orally agreed with the SLC to pay the company nine million dollar subject to execution of a definitive settlement agreement and upon the court approval of the settlement.
"I thank the Special Litigation Committee for all its hard work and endorse the recommended governance changes, which will implement best corporate practices at infoGROUP," Gupta said.
"I believe this resolution will allow the Company to move forward and continue to focus on providing our clients with industry-leading marketing solutions," he added.