Forrester Research, Inc., DEF 14A
SCHEDULE 14(A)
(Rule 14a-101)
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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o Preliminary
Proxy Statement |
o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ Definitive Proxy
Statement |
o Definitive
Additional Materials |
o Soliciting
Material Pursuant to § 240.14a-12 |
FORRESTER RESEARCH, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
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Form, Schedule or Registration Statement No.: |
Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
George F. Colony
Chairman of the Board
and Chief Executive Officer
April 5, 2005
To Our Stockholders:
You are cordially invited to attend the 2005 Annual Meeting of
Stockholders of Forrester Research, Inc., which will be held on
Tuesday, May 10, 2005, at the offices of Ropes &
Gray LLP, One International Place, Boston, Massachusetts at
10:00 a.m. (local time).
On the following pages, you will find the formal notice of the
Annual Meeting and our proxy statement. When you have finished
reading the proxy statement, please promptly mark, sign, date
and return the enclosed proxy card to ensure that your shares
will be represented.
We hope that many of you will be able to attend in person. I
look forward to seeing you there.
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Sincerely yours, |
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George F. Colony
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Chairman of the Board |
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and Chief Executive Officer |
TABLE OF CONTENTS
Forrester Research, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 2005
Notice is hereby given that the 2005 Annual Meeting of
Stockholders of Forrester Research, Inc. will be held at the
offices of Ropes & Gray LLP, One International Place,
Boston, Massachusetts at 10:00 a.m. (local time) on
Tuesday, May 10, 2005 for the following purposes:
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1. |
To elect two Class I directors to serve until the 2008
Annual Meeting of Stockholders; |
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2. |
To transact such other business as may properly come before the
meeting and any adjournments thereof. |
The foregoing items of business are more fully described in the
proxy statement accompanying this notice.
Stockholders of record at the close of business on April 1,
2005 are entitled to notice of and to vote at the meeting. A
list of stockholders entitled to vote at the meeting will be
open to examination by stockholders at the meeting and during
normal business hours from April 30, 2005 to the date of
the meeting at our offices, located at 400 Technology Square,
Cambridge, Massachusetts 02139.
If you are unable to be present personally, please sign and date
the enclosed proxy and return it promptly in the enclosed
envelope.
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By Order of the Board of Directors |
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Gail S. Mann, Esq.
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Secretary |
Cambridge, Massachusetts
April 5, 2005
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. PLEASE
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
FORRESTER RESEARCH, INC.
Annual Meeting of Stockholders
May 10, 2005
PROXY STATEMENT
The Board of Directors of Forrester Research, Inc., a Delaware
corporation, is soliciting the enclosed proxy card from our
stockholders. The proxy will be used at our 2005 Annual Meeting
of Stockholders and at any adjournments thereof. You are invited
to attend the meeting to be held at 10:00 a.m. (local time)
on Tuesday, May 10, 2005 at the offices of Ropes &
Gray LLP, One International Place, Boston, Massachusetts. This
proxy statement was first mailed to stockholders on or about
April 6, 2005.
This proxy statement contains important information regarding
our annual meeting. Specifically, it identifies the proposal
upon which you are being asked to vote, provides information
that you may find useful in determining how to vote and
describes voting procedures.
We use several abbreviations in this proxy statement. We call
our Board of Directors the Board and refer to our
fiscal year which began on January 1, 2004 and ended on
December 31, 2004 as fiscal 2004.
Who May Attend and Vote?
Stockholders who owned our common stock at the close of business
on April 1, 2005 are entitled to notice of and to vote at
the annual meeting. We refer to this date in this proxy
statement as the record date. As of the record date,
we had 21,374,360 shares of common stock issued and
outstanding. Each share of common stock is entitled to one vote
on each matter to come before the meeting.
How Do I Vote?
If you are a stockholder of record of our common stock, you may
vote:
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In person. If you attend the meeting, you may deliver
your completed proxy card in person or fill out and return a
ballot that will be supplied to you at the meeting. |
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By Mail. If you choose to vote by mail, simply mark your
proxy card, date and sign it, and return it in the postage-paid
envelope provided. |
By signing and returning the proxy card according to the
enclosed instructions, you are enabling the individuals named on
the proxy card (known as proxies) to vote your
shares at the meeting in the manner you indicate. We encourage
you to sign and return the proxy card even if you plan to attend
the meeting. In this way, your shares will be voted even if you
are unable to attend the meeting. Your shares will be voted as
you direct on the proxy card. If a proxy card is signed and
received by our Secretary, but no instructions are indicated,
then the proxy will be voted FOR the election of the
nominees for director.
What Does the Board of Directors Recommend?
The Board recommends that you vote FOR:
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the election of the nominees for Class I directors
identified in Proposal One. |
If you submit the proxy card but do not indicate your voting
instructions, the persons named as proxies on your proxy card
will vote in accordance with the recommendations of the Board of
Directors.
What Vote is Required for Each Proposal?
A majority of the shares entitled to be cast on a particular
matter, present in person or represented by proxy, constitutes a
quorum as to any proposal. The nominees for election of the
Class I directors at the meeting who receive the greatest
number of votes properly cast for the election of directors will
be elected. As a result, shares that withhold authority as to
the nominees recommended by the Board will have no effect on
the outcome. Brokers who hold shares for customers will have
discretion to vote their shares without instructions from the
beneficial owner, and thus, there will be no broker non-votes.
How Do I Vote if My Shares Are Held in Street Name?
If you hold shares in street name (that is, through
a bank, broker, or other nominee), the bank, broker, or other
nominee will provide you with separate voting instructions on
the form you receive from them. If you hold shares in
street name and would like to attend the annual
meeting and vote in person, you will need to bring an account
statement or other acceptable evidence of ownership of our
common stock as of the close of business on the record date.
Alternatively, in order to vote, you may contact the person in
whose name your shares are registered and obtain a proxy card
from that person and bring it to the annual meeting.
May I Change My Vote After I Return My Proxy Card?
Yes. If you are a stockholder of record, you may revoke a proxy
any time before it is voted by:
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returning to us a newly signed proxy card bearing a later date; |
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delivering a written instrument to our Secretary revoking the
proxy card; or |
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attending the annual meeting and voting in person. |
If you hold shares in street name, you should follow
the procedure in the instructions that your nominee has provided
to you.
Who Will Bear the Cost of Proxy Solicitation?
We will bear the expense of soliciting proxies. Our officers and
regular employees (who will receive no compensation in addition
to their regular salaries) may solicit proxies. In addition to
soliciting proxies through the mail, our officers and regular
employees may solicit proxies personally, as well as by mail,
telephone, and telegram from brokerage houses and other
stockholders. We will reimburse brokers and other persons for
reasonable charges and expenses incurred in forwarding
soliciting materials to their clients.
How Can I Obtain an Annual Report on Form 10-K?
Our annual report is available on our website at
www.forrester.com. If you would like a copy of our Annual Report
on Form 10-K for the fiscal year ended December 31,
2004, we will send you one without charge. Please contact the
Director, Investor Relations, Forrester Research, Inc.,
400 Technology Square, Cambridge, MA 02139, Tel:
(617) 613-6234.
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PROPOSAL ONE:
ELECTION OF DIRECTORS
Our Board of Directors is divided into three classes of
approximately equal size. The members of each class are elected
to serve a three-year term with the term of office of each class
ending in successive years. George F. Colony and Michael H.
Welles are the Class I directors whose terms expire at this
annual meeting. The Board of Directors has nominated them to
serve as Class I directors until the 2008 annual meeting.
The proxies intend to vote each share for which a proper proxy
card has been returned and not revoked in favor of the
Class I directors named above. If you wish to withhold the
authority to vote for the election of either of the nominees,
your returned proxy card must be marked to that effect.
It is expected that Messrs. Colony and Welles will be able
to serve, but if either of them is unable to serve, the proxies
reserve discretion to vote, or refrain from voting, for a
substitute nominee or nominees.
NOMINEES FOR CLASS I DIRECTORS TERM EXPIRING
2008
George F. Colony, age 51, a Class I director, is the
founder of Forrester and since 1983, he has served as Chairman
of the Board and Chief Executive Officer. He also has served as
Forresters President since September 2001, and he
previously was Forresters President from 1983 to 2000.
Michael H. Welles, age 50, a Class I director, became
a director of Forrester in November 1996. Mr. Welles is
chief operating officer and a founder of S2 Security
Corporation, an IP-based facility security systems start-up.
Prior to 2003, he served as vice president and general manager
of the platforms business with NMS Communications, an OEM
infrastructure supplier to the telecom industry, from 2000 to
2002.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE ELECTION OF
THE NOMINEES NAMED ABOVE.
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL 2007
Henk W. Broeders, age 52, a Class II director, became
a director of Forrester in May 1998. Since October 2003,
Mr. Broeders has been a member of the Executive Committee
of Cap Gemini S.A., a global management consulting firm
headquartered in Paris, France operating under the name Cap
Gemini Ernst & Young. From 1998 to 2003,
Mr. Broeders served as Chairman of the Executive Board of
Cap Gemini N.V., a subsidiary of Cap Gemini S.A. located in the
Netherlands. Mr. Broeders is also a director of BWise B.V.,
a software company in the Netherlands focusing on Sarbanes-Oxley
compliance software, and of Jaarbeurs (Holding) B.V., a Dutch
company in the business of managing a large exhibition and trade
fair center.
George R. Hornig, age 50, a Class II director, became
a director of Forrester in November 1996. Mr. Hornig has
been a managing director and chief operating officer of the
Alternative Capital Division at Credit Suisse First Boston, an
investment banking firm, since 1999. He is also a director of
Unity Mutual Life Insurance Company, Pacific Fiber Company,
L.P., Office Tiger LLC, and Ascent Assurance, Inc.
CLASS III DIRECTOR CONTINUING IN OFFICE UNTIL 2006
Robert M. Galford, age 52, a Class III director,
became a director of Forrester in November 1996.
Mr. Galford has been a managing partner of the Center for
Executive Development, an executive education provider, in
Boston, since April 2001. From 1999 to 2001, he was the
executive vice president and chief people officer at Digitas,
Inc., a technology and marketing services firm.
Corporate Governance
We believe that good corporate governance is important to ensure
that Forrester is managed for the long-term benefit of its
stockholders. Based on our continuing review of the provisions
of the Sarbanes-Oxley Act of 2002, rules of the Securities and
Exchange Commission and the listing standards of The NASDAQ
Stock Market, Inc., our Board of Directors has adopted Corporate
Governance Guidelines, an amended and restated charter for the
Audit Committee of the Board of Directors, and a charter for the
Compensation and
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Nominating Committee of the Board. We also have a written code
of business conduct and ethics that applies to all of our
officers, directors and employees, including our principal
executive officer, principal financial officer, principal
accounting officer, and persons performing similar functions.
You can access our Code of Business Conduct and Ethics,
Corporate Governance Guidelines and our current committee
charters on our website, at www.forrester.com.
Information With Respect to Board of Directors
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Board Meetings and Committees |
Our Board of Directors has determined that each of the
directors, with the exception of Mr. Colony, our Chairman
and Chief Executive Officer, is independent under applicable
NASDAQ standards as currently in effect.
Our Board of Directors held seven meetings during fiscal 2004.
Each director attended at least 75 percent of the aggregate
of the meetings of the Board of Directors and of each committee
of which he is a member. Forrester does not require directors to
attend the annual meeting of stockholders, but all directors are
encouraged to do so. Other than Mr. Colony, who presided at
the meeting, and Mr. Galford, our directors did not attend
the 2004 annual meeting of stockholders. The Board of Directors
currently has two standing committees, the Audit Committee and
the Compensation and Nominating Committee, whose members consist
solely of independent directors.
Our Audit Committee consists of three members: George R. Hornig,
Chairman, Henk W. Broeders, and Michael H. Welles. The Board has
determined that Mr. Hornig is an audit committee
financial expert under applicable rules of the Securities
and Exchange Commission, and all of the members of the Audit
Committee satisfy the financial literacy standards of NASDAQ.
The Audit Committee held seven meetings during fiscal 2004. The
responsibilities of our Audit Committee and its activities
during fiscal 2004 are described in the committees amended
and restated charter and in the Report of the Audit Committee
contained in this proxy statement at page 12.
Our Compensation and Nominating Committee consists of two
members: Robert M. Galford and Michael H. Welles. The
Compensation and Nominating Committee held four meetings during
fiscal 2004. The Compensation and Nominating Committee has
authority, as specified in the committees charter, to,
among other things, evaluate, and approve the compensation of,
our Chief Executive Officer, review and approve the compensation
of our other executive officers, administer our stock plans, and
oversee the development of executive succession plans for the
CEO and other executive officers. The committee also has the
authority to identify and recommend to the Board qualified
candidates for director. See the Report of the
Compensation and Nominating Committee of the Board of
Directors on page 10 for more information about the
committees activities with respect to executive
compensation.
As noted above, the Compensation and Nominating Committee has
responsibility for recommending nominees for election as
directors of Forrester. Our stockholders may recommend
individuals for this committee to consider as potential director
candidates by submitting their names and background to the
Forrester Research Compensation and Nominating
Committee, c/o Chief Legal Officer and Secretary,
400 Technology Square, Cambridge, MA 02139. The
Compensation and Nominating Committee will consider a
recommended candidate for the next annual meeting of
stockholders only if biographical information and background
material is provided no later than the date specified below
under Stockholder Proposals for receipt of
stockholder proposals.
The process that the Compensation and Nominating Committee will
follow to identify and evaluate candidates includes requests to
Board members and others for recommendations, meetings from time
to time to evaluate biographical information and background
material relating to potential candidates, and interviews of
selected candidates by members of the Compensation and
Nominating Committee. Assuming that biographical and background
material is provided for candidates recommended by the
stockholders, the
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Compensation and Nominating Committee will evaluate those
candidates by following substantially the same process, and
applying substantially the same criteria, as for candidates
submitted by Board members.
In considering whether to recommend any candidate for inclusion
in the Boards slate of recommended director nominees,
including candidates recommended by stockholders, the
Compensation and Nominating Committee will apply the criteria
set forth in the committees charter and in the Corporate
Governance Guidelines. These criteria include, among others, the
candidates integrity, age, experience, commitment,
diligence, conflicts of interest and the ability to act in the
interests of all stockholders. The Compensation and Nominating
Committee does not assign specific weights to particular
criteria and no particular criterion is necessarily applicable
to all prospective nominees. We believe that the backgrounds and
qualifications of the directors, considered as a group, should
provide a composite mix of experience, knowledge and abilities
that will allow the Board to fulfill its responsibilities.
In addition, our bylaws permit stockholders to nominate
directors for election at an annual meeting of stockholders. To
nominate a director, in addition to providing certain
information about the nominee and the nominating stockholder,
the stockholder must give timely notice to Forrester, which, in
general, requires that the notice be received by us no less than
60 nor more than 90 days prior to the applicable annual
meeting of stockholders. In accordance with our by-laws, the
2006 Annual Meeting will be held on May 9, 2006.
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Communications from Stockholders |
The Board will give appropriate attention to communications on
issues that are submitted by stockholders, and will respond if
and as appropriate. Absent unusual circumstances or as
contemplated by committee charters, the Compensation and
Nominating Committee, with the assistance of the Chief Legal
Officer, will be primarily responsible for monitoring
communications from stockholders and will provide copies of
summaries of such communications to the other directors as he or
she considers appropriate.
Stockholders who wish to send communications on any topic to the
Board should address such communications to the Forrester
Research Compensation and Nominating Committee, c/o Chief
Legal Officer and Secretary, Forrester Research, Inc., 400
Technology Square, Cambridge, MA 02139.
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Compensation Committee Interlocks and Insider
Participation |
The Compensation and Nominating Committee consists of
Messrs. Galford and Welles, neither of whom is or has been
an executive officer or employee of Forrester. None of our
executive officers serves as a member of the compensation
committee (or of any committee performing an equivalent
function, or if none, the board of directors), of any entity in
which any of our directors serves as an executive officer.
Our non-employee directors receive an annual retainer of
$10,000, payable quarterly in arrears, and members of the Audit
Committee receive $1,500 for each meeting they attend, with the
Chairman of the Audit Committee receiving an additional
$5,000 per year. Members of our Board of Directors are
reimbursed for their expenses incurred in connection with
attending any meeting.
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Amended and Restated 1996 Stock Option Plan for Non-Employee
Directors |
Under the Amended and Restated 1996 Stock Option Plan for
Non-Employee Directors, following each annual meeting of
stockholders, each non-employee director receives an option to
purchase 12,500 shares of our common stock at an
exercise price equal to the fair market value on that date.
These options vest in four equal annual installments. After last
years annual meeting, our four non-employee directors each
received an option to purchase 12,500 shares of our
common stock at an exercise price of $17.60 per share. Each
newly elected, non-employee director will receive an option to
purchase 6,000 shares of our common stock at an
exercise price equal to the fair market value on the date he or
she is first elected as a director. These options also vest in
four equal annual installments.
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The Compensation and Nominating Committee of the Board of
Directors also has the authority under the plan to grant stock
options to non-employee directors in such amounts and on such
terms as it shall determine at the time of grant. No such awards
have been made.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table and notes provide information about the
beneficial ownership of our outstanding common stock as of
March 16, 2005 by:
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(i) each person who we know beneficially owns more than 5%
of our common stock; |
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(ii) each of the executive officers named below in the
Summary Compensation Table; |
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(iii) each member of our Board of Directors; and |
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(iv) our directors and executive officers as a group. |
Except as otherwise indicated, each of the stockholders named in
the table below has sole voting and investment power with
respect to the shares of our common stock beneficially owned.
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Common Stock Beneficially Owned(1) | |
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Shares Subject to | |
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Name of Beneficial Owner |
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Owned | |
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Options(1) | |
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George F. Colony, c/o Forrester Research, Inc.,
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7,985,876 |
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37.4 |
% |
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400 Technology Square,
Cambridge, MA, 02139(2) |
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Royce & Associates, LLC(3)
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2,062,600 |
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9.4 |
% |
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1414 Avenue of the Americas
New York, N.Y. 10019 |
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Cramer Rosenthal McGlynn, LLC(4)
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1,170,950 |
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5.4 |
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520 Madison Avenue
New York, N.Y. 10022 |
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Neil Bradford
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61,666 |
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120,916 |
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Robert W. Davidson
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62,000 |
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Brian E. Kardon
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1,310 |
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28,500 |
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Timothy M. Riley
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82,890 |
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Henk W. Broeders
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49,084 |
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Robert M. Galford(5)
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2,400 |
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55,250 |
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George R. Hornig
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46,417 |
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Michael H. Welles
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75,750 |
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Directors and executive officers as a group (14 persons)
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8,056,273 |
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588,142 |
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39.4 |
% |
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(1) |
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and includes voting or
investment power with respect to the shares. Shares subject to
exercisable options include options that are currently
exercisable or exercisable within 60 days of March 16,
2005. |
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(2) |
Includes (a) 1,580 shares held by
Mr. Colonys wife as to which Mr. Colony
disclaims beneficial ownership, and (b) 70,500 shares
that are subject to options Mr. Colony granted to one
employee. |
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(3) |
Beneficial ownership as of December 31, 2004, as reported
in a Schedule 13G filed with the Securities and Exchange
Commission on January 27, 2005. |
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(4) |
Beneficial ownership as of December 31, 2004, as reported
in a Schedule 13G filed with the Securities and Exchange
Commission on February 11, 2005. The beneficial owner has
sole voting power with respect to 522,500 shares and shared
voting power with respect to 596,100 shares, and sole
dispositive power with respect to 563,250 shares and shared
dispositive power with respect to 607,700 shares. |
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(5) |
The 2,400 shares are held in trust for
Mr. Galfords children, and Mr. Galford disclaims
beneficial ownership of these shares. |
* Less than 1%.
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EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table shows the compensation paid or awarded for
the three fiscal years ended December 31, 2004, 2003, and
2002 to our Chief Executive Officer and each of our four most
highly compensated executives as of December 31, 2004. We
refer to these officers as the named executive
officers.
Summary Compensation Table
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Long-Term Compensation | |
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Annual Compensation(1) | |
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Securities | |
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All Other | |
Name and Principal Position |
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Bonus | |
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Options | |
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Compensation(3) | |
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George F. Colony
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2004 |
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$ |
287,500 |
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$ |
90,000 |
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$ |
4,060 |
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Chairman of the Board and
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2003 |
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$ |
250,000 |
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$ |
160,333 |
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$ |
2,600 |
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Chief Executive Officer
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2002 |
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$ |
241,667 |
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$ |
82,614 |
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$ |
2,437 |
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Neil Bradford
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2004 |
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$ |
242,500 |
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$ |
85,295 |
|
|
|
30,000 |
|
|
$ |
6,500 |
|
|
President, Americas
|
|
|
2003 |
|
|
$ |
208,333 |
|
|
$ |
111,291 |
|
|
|
58,000 |
|
|
$ |
2,836 |
|
|
|
|
2002 |
|
|
$ |
200,000 |
|
|
$ |
40,850 |
|
|
|
25,000 |
|
|
$ |
1,754 |
|
|
Robert W. Davidson, President EMEA(2)
|
|
|
2004 |
|
|
$ |
246,345 |
|
|
$ |
84,133 |
|
|
|
30,000 |
|
|
$ |
35,909 |
|
|
|
|
|
2003 |
|
|
$ |
224,845 |
|
|
$ |
93,970 |
|
|
|
27,000 |
|
|
$ |
12,863 |
|
|
|
|
|
2002 |
|
|
$ |
212,389 |
|
|
$ |
32,553 |
|
|
|
25,000 |
|
|
$ |
11,945 |
|
|
Brian E. Kardon
|
|
|
2004 |
|
|
$ |
208,500 |
|
|
$ |
61,222 |
|
|
|
20,000 |
|
|
$ |
6,500 |
|
|
Chief Marketing and Strategy Officer
|
|
|
2003 |
|
|
$ |
202,000 |
|
|
$ |
112,970 |
|
|
|
41,000 |
|
|
$ |
6,000 |
|
|
|
|
2002 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
Timothy M. Riley
|
|
|
2004 |
|
|
$ |
218,400 |
|
|
$ |
50,560 |
|
|
|
15,000 |
|
|
$ |
6,500 |
|
|
Chief People Officer
|
|
|
2003 |
|
|
$ |
212,100 |
|
|
$ |
105,164 |
|
|
|
26,000 |
|
|
$ |
6,000 |
|
|
|
|
2002 |
|
|
$ |
206,500 |
|
|
$ |
46,784 |
|
|
|
20,000 |
|
|
$ |
5,500 |
|
|
|
(1) |
No named executive officer received perquisites or other
personal benefits in excess of the lesser of $50,000 or 10% of
his salary and bonus. |
|
(2) |
Foreign currencies are translated into U.S. dollars based
on the average exchange rates during the reported fiscal period. |
|
(3) |
With the exception of Mr. Davidson, includes our
contributions to each of the named executive officers
401(K) plans. For Mr. Davidson, includes our contributions
to pension plans maintained outside of the United States. |
8
Options Granted and Options Exercised in the Last Fiscal
Year
The following tables set forth certain information about stock
options granted to, exercised by, and held by the named
executive officers during fiscal 2004.
Option Grants in Last Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential | |
|
|
|
|
|
|
|
|
|
|
Realizable Value | |
|
|
|
|
% of Total | |
|
|
|
|
|
at Annual Rates | |
|
|
Number of | |
|
Options | |
|
|
|
|
|
of Stock Price | |
|
|
Securities | |
|
Granted to | |
|
|
|
|
|
Appreciation for | |
|
|
Underlying | |
|
Employees | |
|
Exercise | |
|
|
|
Option Term(2) | |
|
|
Options | |
|
in Fiscal | |
|
Price | |
|
Expiration | |
|
| |
Name |
|
Granted (#) | |
|
Year | |
|
($/Share)(1) | |
|
Date | |
|
5% ($) | |
|
10% ($) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
George F. Colony
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil Bradford
|
|
|
30,000 |
|
|
|
2.5% |
|
|
$ |
18.42 |
|
|
|
03/30/14 |
|
|
$ |
347,163 |
|
|
$ |
879,939 |
|
Robert W. Davidson
|
|
|
30,000 |
|
|
|
2.5% |
|
|
$ |
18.42 |
|
|
|
03/30/14 |
|
|
$ |
347,163 |
|
|
$ |
879,939 |
|
Brian E. Kardon
|
|
|
20,000 |
|
|
|
1.6% |
|
|
$ |
18.42 |
|
|
|
03/30/14 |
|
|
$ |
231,442 |
|
|
$ |
586,626 |
|
Timothy M. Riley
|
|
|
15,000 |
|
|
|
1.2% |
|
|
$ |
18.42 |
|
|
|
03/30/14 |
|
|
$ |
173,581 |
|
|
$ |
439,969 |
|
|
|
(1) |
The exercise price of the options granted is equal to the fair
market value of our common stock on the date of grant. The
option becomes exercisable in four equal installments on the
first, second, third, and fourth anniversaries from the date of
grant, and becomes exercisable in full upon a change of control. |
|
(2) |
The amounts shown on this table represent hypothetical gains
that could be achieved for the respective options if exercised
at the end of the option term. These gains are based on assumed
rates of stock appreciation of 5% and 10%, compounded annually
from the date the respective options were granted to their
expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses
associated with the exercise. Actual gains, if any, on stock
option exercises will depend on the future performance of our
common stock, the holders continued employment through the
option period, and the date on which the options are exercised. |
Aggregated Option Exercises in 2004 and
Fiscal Year-end Option Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year-End Option Values | |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Number of Securities | |
|
Value of Unexercised | |
|
|
|
|
|
|
Underlying Unexercised | |
|
In-the-Money Options | |
|
|
|
|
|
|
Options at Fiscal | |
|
at Fiscal | |
|
|
Shares | |
|
|
|
Year-End (#): | |
|
Year-End ($)(1): | |
|
|
Acquired on | |
|
Value | |
|
| |
|
| |
Name |
|
Exercise | |
|
Realized(2) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
George F. Colony
|
|
|
1,446 |
|
|
$ |
8,553 |
|
|
|
0 |
|
|
|
300 |
|
|
|
|
|
|
|
0 |
|
Neil Bradford
|
|
|
0 |
|
|
|
0 |
|
|
|
99,666 |
|
|
|
80,300 |
|
|
$ |
91,825 |
|
|
$ |
137,975 |
|
Robert W. Davidson
|
|
|
0 |
|
|
|
0 |
|
|
|
43,230 |
|
|
|
63,750 |
|
|
$ |
64,800 |
|
|
$ |
68,900 |
|
Brian E. Kardon
|
|
|
0 |
|
|
|
0 |
|
|
|
14,750 |
|
|
|
46,250 |
|
|
$ |
45,000 |
|
|
$ |
63,000 |
|
Timothy M. Riley
|
|
|
0 |
|
|
|
0 |
|
|
|
69,140 |
|
|
|
50,800 |
|
|
$ |
326,986 |
|
|
$ |
127,250 |
|
|
|
(1) |
Based upon the market price of $17.94 per share, which was
the closing price per share of our common stock on the Nasdaq
National Market on the last trading day of fiscal 2004, less the
option exercise price per share. |
|
(2) |
Represents the difference between the fair market value of the
shares on the date of exercise and the exercise price. |
9
Equity Compensation Plan Information
The following table provides information as of December 31,
2004, the last day of fiscal 2004, about our equity compensation
plans that were in effect during fiscal 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
|
Number of Securities | |
|
Weighted-Average | |
|
Remaining Available for | |
|
|
to Be Issued upon | |
|
Exercise Price of | |
|
Future Issuance under | |
|
|
Exercise of | |
|
Outstanding | |
|
Equity Compensation Plans | |
|
|
Outstanding Options, | |
|
Options, Warrants | |
|
(Excluding Securities | |
|
|
Warrants and Rights | |
|
and Rights | |
|
Reflected in Column (a)) | |
|
|
| |
|
| |
|
| |
Plan Category |
|
(a) | |
|
(b) | |
|
(c) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by shareholders(1)
|
|
|
5,109,000 |
|
|
$ |
18.98 |
|
|
|
2,873,891 |
(2) |
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,109,000 |
|
|
$ |
18.98 |
|
|
|
2,873,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The approved plans are Forresters 1996 Amended and
Restated Equity Incentive Plan (the 1996 Plan), 1996
Amended and Restated Stock Option Plan for Non-Employee
Directors, and 1996 Employee Stock Purchase Plan, as amended. |
|
(2) |
Of these shares available for issuance, all those available
under the 1996 Plan may be issued as restricted stock. We have
never awarded any shares of restricted stock under the 1996 Plan. |
Report of the Compensation and Nominating Committee of the
Board of Directors
The Compensation and Nominating Committee is responsible, among
other things, for reviewing the compensation of Forresters
directors, the chief executive officer and other executive
officers, and administering Forresters stock plans. The
members of the committee are Messrs. Galford and Welles,
both of whom are independent directors under the applicable
standards of the NASDAQ Stock Market, and neither of whom is or
ever has been an executive officer or employee of Forrester.
Forresters culture emphasizes certain key
values including client service, quality, and
creativity that it believes are critical to its
continued growth. To encourage achievement of these key values,
Forrester places great emphasis on individual excellence, and
employees at all levels, as well as executive officers, are
encouraged to take initiative and lead individual projects that
enhance Forresters effectiveness. Forresters
compensation philosophy bases cash compensation on individual
achievement, teamwork, and Forresters short-term
performance. This philosophy seeks to align employees
incentives with Forresters objective of enhancing
stockholder value over the longer term through long-term
incentives, which historically have been principally in the form
of stock options vesting over time. Compensation packages are
also designed to be competitive with other companies in the
industry so that Forrester can continue to attract, retain, and
motivate key employees who are critical to the long-term success
of Forrester.
Compensation for Forresters executive officers in 2004
consisted of three principal components: base salary, cash
bonuses, and stock options.
Base Salary. Base salaries of executive officers were
determined by evaluating the responsibilities of the position,
the experience and performance of the individual, and formal and
informal industry comparisons.
Cash Bonuses. Cash bonuses were determined based upon
performance against individual and team goals and were funded
based on Forresters overall performance against key
business objectives.
Stock Options. The principal equity component of
executive compensation historically has been in the form of
stock options granted under Forresters equity incentive
plan. Stock options generally will be granted when an executive
joins Forrester, with additional options granted from time to
time for promotions and performance. The Compensation and
Nominating Committee believes that stock option participation
helps to motivate and retain executives and also aligns
managements incentives with long-term stock price
appreciation. In determining the size of awards for 2004, the
Compensation and Nominating Committee considered
10
formal and informal surveys of companies in similar businesses,
recognizing that equity compensation is a key retention
incentive in a company, like Forrester, that relies heavily on
the quality of its executives and analysts.
Stock options granted to executive officers previous to 2005
generally vest ratably over four years, assuming the executive
officer remains employed by Forrester. In March 2005, the
Committee changed this practice to better align
managements objectives with shareholders interests
by granting stock options subject to a performance condition
linked directly to Forresters financial performance. The
Committee authorized the grant of stock options to executive
officers subject to a risk of forfeiture if Forrester does not
achieve earnings per share (EPS) targets established
by the Committee for fiscal 2005. If the EPS target is met, the
options vest in annual increments over either two or three years
from the date of grant, depending on the level of EPS achieved.
Mr. Colonys compensation package in 2004 as Chief
Executive Officer consisted of base salary, cash bonus, and the
same executive and employee benefit programs as those in which
other executives participate. In deciding the size of
Mr. Colonys cash bonus target relative to his total
cash compensation, the committee considered Forresters
performance, including revenues, operating income, bookings, and
agreement value, although no single factor was more important
than any other in determining Mr. Colonys cash bonus
target or overall compensation. Mr. Colonys cash
bonus was funded based on Forresters overall performance
against key business objectives. Given Mr. Colonys
significant ownership of Forrester common stock, the committee
did not grant stock options to Mr. Colony in 2004.
Section 162(m) of the Internal Revenue Code limits the
deductibility of compensation paid to certain executive officers
in excess of $1 million unless the compensation is
performance based. To the extent consistent with its performance
goals, it is Forresters policy to structure compensation
arrangements with its executive officers to preserve the
deductibility of that compensation in light of
Section 162(m).
|
|
|
Robert M. Galford |
|
Michael H. Welles |
11
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Board of Directors has appointed an Audit Committee composed
of three non-employee directors: Messrs. Hornig (Chairman),
Broeders, and Welles. Each of the members of the Audit Committee
is independent as defined under the NASDAQ Stock
Market listing standards. The Board has determined that
Mr. Hornig is an audit committee financial
expert under applicable rules of the Securities and
Exchange Commission, and the members of the Audit Committee
satisfy the NASDAQ financial literacy standards.
The Audit Committee is responsible for providing independent
oversight of Forresters accounting functions and internal
controls. The Audit Committee oversees Forresters
financial reporting process on behalf of the Board of Directors,
reviews financial disclosures, and meets privately, outside of
the presence of management, with the independent registered
public accounting firm. The Audit Committee also selects and
appoints the independent registered public accounting firm,
reviews its performance and reviews the independent public
accounting firms fees. The Audit Committee operates under
a written charter adopted by the Board of Directors.
In fulfilling its oversight responsibilities, the Audit
Committee reviewed and discussed Forresters audited
financial statements for the fiscal year ended December 31,
2004 with Forresters management and with BDO Seidman, LLP,
Forresters independent registered public accounting firm.
The Audit Committee also discussed with BDO Seidman, LLP the
matters required by Statement of Auditing Standards No. 61,
as amended (Communications with Audit Committees). This included
a discussion of the independent registered public accounting
firms judgments as to the quality, not just the
acceptability, of Forresters accounting principles, and
such other matters as are required under the standards of the
Public Company Accounting Oversight Board (United States). The
Audit Committee also received the written disclosures and letter
from BDO Seidman, LLP required by Independence Standards Board
Standard No. 1 (Independence Discussion with Audit
Committees) and the Audit Committee discussed the independence
of BDO Seidman, LLP with that firm.
Based on the Audit Committees review and discussions noted
above, the Audit Committee recommended to the Board of
Directors, and the Board of Directors approved, the inclusion of
the audited financial statements in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2004
for filing with the Securities and Exchange Commission.
|
|
|
AUDIT COMMITTEE OF THE |
|
BOARD OF DIRECTORS |
|
|
George R. Hornig, Chairman |
|
Henk W. Broeders |
|
Michael H. Welles |
12
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total
return on our common stock to the cumulative total return on the
NASDAQ Stock Market Index of U.S. Companies and the Russell
2000 index for the period commencing December 31, 1999 and
ending on December 31, 2004. The chart data assumes in each
case that $100 was invested on December 31, 1999 and that
all dividends were reinvested. The stock performance graph is
not necessarily indicative of future stock performance.
Comparison of Cumulative Total Returns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
12/31/99 | |
|
12/29/00 | |
|
12/31/01 | |
|
12/31/02 | |
|
12/31/03 | |
|
12/31/04 | |
| |
Forrester Research
|
|
$ |
100.00 |
|
|
$ |
145.37 |
|
|
$ |
58.48 |
|
|
$ |
45.21 |
|
|
$ |
51.54 |
|
|
$ |
52.09 |
|
Nasdaq Stock Market (US Companies)
|
|
$ |
100.00 |
|
|
$ |
60.31 |
|
|
$ |
47.84 |
|
|
$ |
33.07 |
|
|
$ |
49.45 |
|
|
$ |
53.81 |
|
Russell 2000
|
|
$ |
100.00 |
|
|
$ |
95.80 |
|
|
$ |
96.78 |
|
|
$ |
75.90 |
|
|
$ |
110.33 |
|
|
$ |
129.09 |
|
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act requires our
officers and directors, and persons who own more than 10% of our
common stock to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission. Officers, directors and greater than 10%
beneficial stockholders are required by SEC regulation to
furnish to us copies of all Forms 3, 4 and 5 they file.
Based solely on our review of copies of such forms which we
received, we believe that all of our officers, directors, and
greater than 10% beneficial owners complied on a timely basis
with all filing requirements with respect to transactions during
fiscal 2004.
Certain Relationships and Related Transactions
Registration Rights and Non-Competition Agreement. At the
time of our initial public offering, we entered into a
registration rights and non-competition agreement with
Mr. Colony which provides that if Mr. Colonys
employment with us is terminated he will not compete with us for
the one year period after the date of such termination. The
agreement also provides that in the event we propose to file a
registration statement under the Securities Act of 1933, as
amended, with respect to an offering by us for our own account
or the account of another person, or both, Mr. Colony shall
be entitled to include shares held by him in such a
13
registration, subject to the right of the managing underwriter
of any such offering to exclude some or all of such shares from
such registration if and to the extent the inclusion of the
shares would adversely affect the marketing of the shares to be
sold by us. The agreement also provides that Mr. Colony may
require us to register shares under the Securities Act with a
fair market value of at least $5 million, except that we
are not required to effect such registration more than twice or
at certain times described in the agreement. The agreement also
provides that we will pay all expenses incurred in connection
with such registration.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BDO Seidman, LLP audited our financial statements for the fiscal
year ended December 31, 2004. We expect that
representatives of BDO Seidman, LLP will attend the Annual
Meeting, will have an opportunity to make a statement, and will
be available to respond to appropriate questions. The Audit
Committee of our Board of Directors has selected BDO Seidman,
LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2005.
Replacement of Independent Registered Public Accounting Firm
in 2004
On April 7, 2004, our Audit Committee dismissed
Deloitte & Touche LLP (Deloitte) as our
independent registered public accounting firm. On that date, our
Audit Committee selected BDO Seidman, LLP as our independent
registered public accounting firm for the fiscal year ended
December 31, 2004.
Deloittes reports on our consolidated financial statements
for the years ended December 31, 2003 and December 31,
2002 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. Deloittes reports
contained explanatory paragraphs relating to the adoption of
Statement of Financial Accounting Standards No 142,
Goodwill and other Intangible Assets and the
application of procedures relating to certain disclosures of
financial statement amounts related to the 2001 financial
statements that were audited by other auditors who have ceased
operations. During the years ended December 31, 2003 and
December 31, 2002, and through April 7, 2004, there
were no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to
Deloittes satisfaction, would have caused it to make
reference to the subject matter in connection with its report on
our consolidated financial statements for such years. There were
no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
Forrester provided Deloitte with a copy of the foregoing
disclosures. A letter from Deloitte dated April 9, 2004 and
addressed to the Securities and Exchange Commission (the
SEC) is included as Exhibit 16.1 to our Current
Report on Form 8-K/ A filed with the SEC on April 9,
2004 and states that Deloitte agrees with such disclosure.
During the year ended December 31, 2003 and
December 31, 2002, and through April 7, 2004, we did
not consult BDO Seidman, LLP with respect to the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might
be rendered on our consolidated financial statements, or any
other matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
Independent Auditors Fees and Other Matters
The following table presents the aggregate fees billed for
services rendered by BDO Seidman, LLP and its affiliates for the
fiscal year ended December 31, 2004, and by
Deloitte & Touche LLP, the member firms of
14
Deloitte Touche Tohmatsu, and their respective affiliates, for
the fiscal year ended December 31, 2003 and through
April 7, 2004.
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2004 | |
|
Fiscal 2003 | |
|
|
| |
|
| |
Audit Fees
|
|
$ |
343,269 |
|
|
$ |
205,000 |
|
Audit-Related Fees
|
|
|
2,500 |
|
|
|
5,000 |
|
Tax Fees
|
|
|
4,274 |
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$ |
350,043 |
|
|
$ |
210,000 |
|
These are fees related to professional services rendered in
connection with the audits of our annual financial statements,
the reviews of the financial statements included in each of our
Quarterly Reports on Form 10-Q, international statutory
audits, and accounting consultations that relate to the audited
financial statements and are necessary to comply with generally
accepted auditing standards. For fiscal 2004, audit fees also
include fees for the audit of our internal controls over our
financial reporting.
These fees are for consultations regarding accounting matters
not related to financial reporting.
These are fees billed for professional services related to tax
compliance and tax consulting services.
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Audit Committees Pre-Approval Policy and
Procedures |
During 2003, the Audit Committee of our Board of Directors
adopted a policy for the pre-approval of audit and permissible
non-audit services for the purpose of maintaining the
independence of our independent registered public accounting
firm. We may not engage our independent registered public
accounting firm to render any audit or non-audit service unless
either the service is approved in advance by the Audit Committee
or by the Chairman pursuant to delegated authority. At each
regularly scheduled meeting of the Audit Committee, management
or a representative of the independent registered public
accounting firm must report to the Audit Committee summarizing
the services provided by the independent firm, including the
fees charged for the services, listing newly pre-approved
services since the last regularly scheduled meeting, and an
updated projection for the current year of the estimated annual
fees to be paid to the independent registered public accounting
firm for all pre-approved audit and permissible non-audit
services.
STOCKHOLDER PROPOSALS
Stockholder proposals to be considered at the Annual Meeting of
Stockholders in 2006 must be received by December 9, 2005,
to be considered for inclusion in our proxy materials for that
meeting.
Stockholders who wish to make a proposal at the 2006 annual
meeting, other than proposals included in our proxy materials,
must notify us between February 4, 2006 and March 6,
2006. If the stockholder does not notify us by March 6,
2006, the proxies will have discretionary authority to vote on a
stockholders proposal brought before the meeting.
OTHER BUSINESS
The Board of Directors has no knowledge of any other matter that
may come before the annual meeting and does not, itself,
currently intend to present any other such matter. However, if
any such other matters properly come before the meeting or any
adjournment of the meeting, the persons named as proxies will
have
15
discretionary authority to vote the shares represented by the
accompanying proxy in accordance with their own judgment.
FORM 10-K
A copy of our annual report on Form 10-K filed with the
Securities and Exchange Commission has been mailed with this
proxy statement and is available to stockholders without charge
by writing to Forrester Research, Inc., Investor Relations,
400 Technology Square, Cambridge, Massachusetts 02139.
16
FORRESTER RESEARCH, INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
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DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
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ZFRR51 |
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x
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Please mark
votes as in
this example.
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#FRR |
1. |
To elect two Class I directors to serve until the 2008 Annual Meeting of Stockholders: |
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NOMINEES: (01) George F. Colony and (02) Michael H. Welles |
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FOR
BOTH
NOMINEES
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WITHHELD
FROM BOTH
NOMINEES
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For all nominees except as noted above |
2. |
To transact such other business as may properly come before the meeting and any adjournments thereof. |
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MARK HERE IF YOU PLAN TO ATTEND THE MEETING
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MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
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Please sign exactly as your name appears hereon.
Where shares are held jointly, both holders should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such.
PROXY
FORRESTER RESEARCH, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for an Annual Meeting, May 10, 2005
The undersigned appoints George F. Colony and Gail S. Mann, Esq., and each
of them, as proxies, each with the power of substitution, and authorizes them to
represent and vote all shares of common stock of Forrester Research, Inc. held
by the undersigned at the Annual Meeting of Stockholders to be held at the
offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts
02110 at 10:00 a.m. on Tuesday, May 10, 2005, or any adjournments thereof, for
the following purposes set forth on the reverse side.
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder(s). If no contrary direction is made, the proxy will
be voted FOR the election of the directors.
CONTINUED AND TO BE
SIGNED ON REVERSE SIDE