FORRESTER RESEARCH, INC. (NASDAQ:FORR) Files An 8-K Material Modification to Rights of Security Holders
Item3.03. Material Modifications to Rights of Security Holders.
See Item5.03 which is incorporated herein.
Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
At the Annual Meeting of Stockholders of Forrester Research, Inc.
(the Company) held on May23, 2017 (the Annual Meeting), the
stockholders of the Company approved the amendments to the
Companys Restated Certificate of Incorporation (the Charter
Amendment) and Amended and Restated By-Laws (the By-Law
Amendment) that would eliminate the classification of the Board,
provide for the annual election of all directors beginning at the
2018 annual meeting of stockholders, and make certain conforming
changes, as previously described in the Companys Current Report
on Form 8-K filed on March24, 2017. On May23, 2017, the Company
filed a Certificate of Amendment to Restated Certificate of
Incorporation (the Certificate of Amendment) reflecting the
Charter Amendment with the Secretary of State of the State of
Delaware. In addition, effective May23, 2017, the Companys
Amended and Restated By-Laws were further amended and restated to
reflect the By-Law Amendment.
The Certificate of Amendment and updated Amended and Restated
By-Laws are included with this Current Report on Form 8-K as
Exhibits 3.1 and 3.2, respectively.
Item5.07. Submission of Matters to a Vote of Security
Holders
At the Annual Meeting, the proposals listed below were submitted
to a vote of the stockholders. The proposals are described in the
Companys definitive proxy statement for the Annual Meeting. Each
of the proposals was approved by the stockholders to the voting
results set forth below.
Proposal 1 The election of two nominees to the Companys Board
of Directors as Class I Directors.
The two 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 |
|||
|
George F. Colony |
15,805,488 | 811,309 | 872,736 | |||
|
Michael H. Welles |
15,585,536 | 1,031,261 | 872,736 |
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Proposal 2 Approval of amendments to the Companys Restated
Certificate of Incorporation and Amended and Restated By-Laws to
declassify the Board of Directors.
The voting results were as follows:
|
For |
Against |
Abstaining |
Broker Non-Votes |
|||
|
16,580,615 |
27,835 | 8,347 | 872,736 |
Proposal 3 The ratification of the selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017.
The voting results were as follows:
|
For |
Against |
Abstaining |
Broker Non-Votes |
|||
|
17,420,729 |
60,285 | 8,519 | -0- |
Proposal 4 Approval by non-binding vote Forrester Research,
Inc. executive compensation.
The voting results were as follows:
|
For |
Against |
Abstaining |
Broker Non-Votes |
|||
|
16,554,427 |
54,450 | 7,920 | 872,736 |
Proposal 5 To recommend, by non-binding vote, the frequency
of non-binding executive compensation votes.
A majority of the votes cast with respect to this matter were in
favor of an annual vote, consistent with the recommendation of
the Board of Directors for an annual vote.
|
3 years |
2 years |
1 year |
Abstaining |
Broker Non-Votes |
||||
|
1,865,603 |
14,742,088 | 8,347 | 872,736 |
Consistent with the stated preference of a majority of the
Companys stockholders, the Board of Directors determined that it
will hold an annual advisory vote on the compensation of the
Companys named executive officers until the next required vote on
the frequency of stockholder votes on compensation of named
executive officers, which will occur no later than the Companys
annual meeting of stockholders in 2023.
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Item9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 3.1 |
Certificate of Amendment to Restated Certificate of Incorporation of Forrester Research, Inc., effective May23, 2017. |
|
| 3.2 |
Amended and Restated By-Laws of Forrester Research, Inc., effective May23, 2017. |
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About FORRESTER RESEARCH, INC. (NASDAQ:FORR)
Forrester Research, Inc. (Forrester) is a global independent research, data, and advisory services firm. The Company offers research, data, advisory and related services that are thematic, prescriptive, and executable, and that provide a perspective on the changing business environment. Its segments include Research, Product and Project Consulting. The Research segment is responsible for writing the research and performing the Webinars and inquiries for its Research and Connect products. The Product segment includes the product management organization that is responsible for product pricing and packaging and the launch of new products. In addition, this segment includes its Data, Connect and Events organizations. The Project Consulting segment offers project consulting services. Its products and services are categorized into Forrester Research, Forrester Connect, Forrester Data, Forrester Consulting, and Forrester Events. FORRESTER RESEARCH, INC. (NASDAQ:FORR) Recent Trading Information
FORRESTER RESEARCH, INC. (NASDAQ:FORR) closed its last trading session down -0.10 at 39.00 with 22,348 shares trading hands.