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, 2013
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 14, 2013, the Board of Directors of Forrester Research, Inc. (the “Company”) extended the automatic expiration date of the Forrester Research, Inc. Employee Retention Plan (“Plan”). The Plan, and participation units issued thereunder, will now automatically expire on June 30, 2015, subject to earlier expiration as provided in the Plan in the event that prior to such date there are less than 10 participants in the Plan or all of the Company’s invested capital (as defined in the Plan) has been returned to the Company.
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, 2013 (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 two nominees to the Company’s Board of Directors as Class II Directors.
The two nominees named in the definitive proxy statement were elected to serve as directors until the 2016 annual meeting of stockholders. Information as to the vote on each director standing for election is provided below:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Henk W. Broeders |
16,772,888 | 4,040,093 | 697,231 | |||||||||
| George R. Hornig |
16,757,647 | 4,055,334 | 697,231 | |||||||||
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, 2013.
The voting results were as follows:
| For |
Against | Abstaining | Broker Non-Votes | |||||||||
| 21,196,750 |
251,832 | 61,630 | 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 | |||||||||
| 20,502,697 |
242,328 | 67,956 | 967,231 | |||||||||
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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/ GAIL S. MANN | |||
| Name: | Gail S. Mann | |||
| Title: | Chief Legal Officer | |||
Date: May 17, 2013
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