UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 14, 2019
FORRESTER RESEARCH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-21433 | 04-2797789 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
60 Acorn Park Drive
Cambridge, Massachusetts 02140
(Address of principal executive offices, including zip code)
(617) 613-6000
(Registrant’s telephone number including area code)
N/A
(Former Name or Former Address, if Changes since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $.01 Par Value | FORR | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of Forrester Research, Inc. (the “Company”) held on May 14, 2019 (the “Annual Meeting”), the proposals listed below were submitted to a vote of the stockholders. The proposals are described in the Company’s definitive proxy statement for the Annual Meeting. Each of the proposals was approved by the stockholders pursuant to the voting results set forth below.
Proposal 1 – The election of eight nominees to the Company’s Board of Directors.
The eight nominees named in the definitive proxy statement were elected to serve as directors. Information as to the vote on each director standing for election is provided below:
| Nominee |
For |
Withheld |
Broker Non-Votes | |||
| Jean M. Birch |
16,760,830 | 62,659 | 766,422 | |||
| David Boyce |
16,670,382 | 153,107 | 766,422 | |||
| Neil Bradford |
16,768,810 | 54,679 | 766,422 | |||
| George F. Colony |
16,765,366 | 58,123 | 766,422 | |||
| Anthony Friscia |
16,768,760 | 54,729 | 766,422 | |||
| Robert M. Galford |
15,816,007 | 1,007,482 | 766,422 | |||
| Gretchen G. Teichgraeber |
16,646,052 | 177,437 | 766,422 | |||
| Yvonne Wassenaar |
16,768,806 | 54,683 | 766,422 | |||
Proposal 2 – The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The voting results were as follows:
| For |
Against |
Abstaining |
Broker Non-Votes | |||
| 17,487,754 | 94,702 | 7,455 | -0- |
Proposal 3 – Approval by non-binding vote Forrester Research, Inc. executive compensation.
The voting results were as follows:
| For |
Against |
Abstaining |
Broker Non-Votes | |||
| 16,773,795 | 42,406 | 7,288 | 766,422 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORRESTER RESEARCH, INC. | ||||
| By | /s/ Ryan D. Darrah | |||
| Name: | Ryan D. Darrah | |||
| Title: | Chief Legal Officer | |||
Date: May 15, 2019
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