DEF: Forrester Research Announces 2025 Annual Meeting of Stockholders, Proxy Statement Details Key Proposals

Forrester Research, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 13, 2025, to vote on the election of directors, ratification of the independent auditor, and executive compensation.

Summary

• Forrester Research, Inc. is holding its 2025 Annual Meeting of Stockholders on May 13, 2025, at 10:00 a.m. Eastern Daylight Time, as a virtual meeting.
• Stockholders of record as of March 17, 2025, are entitled to vote.
• The meeting will address the election of six directors, ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2025, and a non-binding vote on executive compensation.
• The Board of Directors recommends voting for the election of the nominated directors, for the ratification of PricewaterhouseCoopers LLP, and for the approval of executive compensation.
• Three current directors, David Boyce, Robert Galford, and Yvonne Wassenaar, will be retiring from the Board effective May 13, 2025.
• The company's Corporate Governance Guidelines include stock retention guidelines for executive officers and directors.
• In 2024, Forrester's revenue decreased by 10.0% to $432.5 million, but the company met its final revenue, adjusted operating margin, and adjusted earnings per share guidance for the year.
• The Committee determined to award each of the named executive officers a discretionary cash bonus equal to 27% of such officers target award under the Executive Cash Incentive Plan as of December 31, 2024.
• The CEO to Median Employee Pay Ratio was 1.74 to 1.
• Stockholder proposals for the 2026 Annual Meeting must be received by December 2, 2025.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming annual meeting and executive compensation. The decrease in revenue is a negative point, but the company met its guidance, which is a positive.

Positives

• The Board of Directors has adopted Corporate Governance Guidelines, an amended and restated charter for the Audit Committee, and a charter for the Compensation and Nominating Committee.
• The company has a Compensation Recovery Policy (Clawback Policy) for the mandatory recovery of erroneously awarded incentive-based compensation.
• The company emphasizes key values such as client service, quality, collaboration, courage, and integrity.
• The company supports employees' efforts to serve in their local communities by offering paid volunteer days.
• The company has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of disclosure of confidential information.

Negatives

• In 2024, Forrester's revenue decreased by 10.0% to $432.5 million.
• The Committee suspended the bonus program under the Executive Cash Incentive Plan for 2024 and did not set performance metrics for the year.

Risks

• The company acknowledges financial, strategic, operational, cybersecurity, ESG, legal, and regulatory risks.
• The company's future performance is subject to various market and economic conditions.

Future Outlook

The document does not contain a detailed future outlook beyond the details of the annual meeting and the deadlines for stockholder proposals for the next annual meeting.

Management Comments

• George F. Colony, Chairman and Chief Executive Officer, expressed gratitude for stockholders' continued support and investment in Forrester.
• The Board of Directors believes that good corporate governance is important to ensure that Forrester is managed for the long-term benefit of its stockholders.

Industry Context

The document does not provide specific details on how Forrester's performance compares to its direct competitors, but it does mention using data from the Radford Global Compensation Database, which includes companies with annual revenues from $200 million to $1 billion, as well as comparable companies in the industries and geographies applicable to our executives.

Comparison to Industry Standards

• The document mentions using data from the Radford Global Compensation Database, which includes companies with annual revenues from $200 million to $1 billion, as well as comparable companies in the industries and geographies applicable to our executives.
• The peer group used for TSR comparison is the S&P Small Cap 600 Information Technology index.

Management Changes

Corporate Governance

Related Party Transactions

• 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.

Stakeholder Impact

• The executive compensation program is designed to attract, retain, and motivate key individuals to contribute to the company's success and build long-term value for stockholders.
• The company recognizes the importance of being accountable to a broader range of stakeholders, including customers, employees, and the public.
• The company seeks to foster a culture where employees can be creative, feel supported and empowered, and are encouraged to think boldly about new ideas.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 13, 2025.
• The Compensation and Nominating Committee will consider the outcome of the vote on executive compensation when evaluating future arrangements.
• Stockholders who wish to make a proposal at the 2026 annual meeting, other than proposals included in our proxy materials, or who wish to nominate individuals for election as directors, must notify us between January 13, 2026 and February 12, 2026 in a manner that satisfies the requirements specified in our by-laws.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, board of directors, corporate governance, stockholders, Forrester Research, directors, audit committee, compensation