DEF: Forrester Research Sets 2026 Annual Meeting Agenda

Forrester Research, Inc. announces its 2026 Annual Meeting of Stockholders to address director elections, an expanded employee stock purchase plan, auditor ratification, and executive compensation.

Summary

• Forrester Research, Inc. will hold its 2026 Annual Meeting of Stockholders virtually on May 12, 2026, at 10:00 a.m. Eastern Daylight Time.
• Stockholders will vote on the election of six directors, an amendment to increase shares available under the Employee Stock Purchase Plan (ESPP) by 450,000, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, and a non-binding vote on executive compensation.
• In fiscal 2025, revenues decreased by approximately 8% to $396.9 million, and net income was $19 million.
• Actual CV bookings for 2025 were $282.4 million, falling short of the $306.0 million target, and modified operating income was $19.5 million, below the $37.830 million target.
• Executive compensation for 2025 included base salary and target cash incentive bonus increases for most named executive officers (NEOs) by an average of 4.4%, while CEO George F. Colony's base salary was reinstated to $650,000 (from $1.00) and his target bonus decreased by 3.7%.
• Due to underperformance against financial targets, only 2% of the target award was payable under the Executive Cash Incentive Plan, supplemented by a discretionary cash bonus of 25% of the target award for NEOs.
• The company adopted a Compensation Recovery Policy (Clawback Policy) effective October 2, 2023, for mandatory recovery of erroneously awarded incentive-based compensation in case of financial restatements.
• Goodwill impairment charges of approximately $110.7 million significantly impacted net income in 2025.
• The company's 5-year cumulative Total Shareholder Return (TSR) is less than its peer group, the S&P Small Cap 600 Information Technology index.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as mixed to negative, with strong governance practices and a commitment to employee incentives offset by significant underperformance against financial targets, a revenue decline, and substantial goodwill impairment in 2025.

Positives

• The company maintains strong corporate governance practices, including a lead independent director, independent board members (excluding the CEO), and robust committee structures.
• The Board adopted a Compensation Recovery Policy (Clawback Policy) to enhance accountability and align executive incentives with accurate financial reporting.
• Stock retention guidelines for executive officers and directors were updated to further align their interests with long-term stockholder value.
• The executive compensation program received 99% support in the 2025 Say on Pay advisory vote, indicating strong stockholder approval of its structure.
• The proposed amendment to the Employee Stock Purchase Plan (ESPP) to increase available shares by 450,000 aims to attract and retain talented professionals and align employee incentives with company success.
• CEO George F. Colony holds a significant ownership stake of approximately 39% of outstanding common stock, aligning his interests with shareholders.

Negatives

• Revenues for fiscal 2025 decreased by approximately 8% to $396.9 million.
• Actual CV bookings of $282.4 million for 2025 were substantially below the target of $306.0 million.
• Actual modified operating income of $19.5 million for 2025 was substantially below the target of $37.830 million.
• The company's net income in 2025 was disproportionately impacted by approximately $110.7 million in goodwill impairment charges.
• The company's 5-year cumulative Total Shareholder Return (TSR) is less than its peer group, the S&P Small Cap 600 Information Technology index.
• Executive officers received only 2% of their target award under the Executive Cash Incentive Plan due to missed financial targets, requiring a discretionary bonus to supplement compensation.

Risks

• The company faces risks related to its business environment, as evidenced by the 'challenging 2025' and underperformance against financial goals.
• Operational and strategic execution risks are present, given the failure to meet CV bookings and modified operating income targets.
• Asset valuation risk is highlighted by the significant goodwill impairment charges of approximately $110.7 million in 2025.
• The Board oversees material risks including financial, strategic, operational, cybersecurity, ESG, legal, and regulatory risks, indicating these are ongoing challenges.

Future Outlook

The company's executive compensation program is designed to attract, retain, and motivate key individuals to contribute to success and build long-term stockholder value. The proposed amendment to the Employee Stock Purchase Plan aims to further align employee incentives. Performance-based restricted stock units granted in 2025 are tied to achieving specific CV growth and Adjusted EBITDA margin targets in 2027, indicating a focus on future operational improvements and financial performance.

Management Comments

• George F. Colony, Chairman and CEO, cordially invites stockholders to the 2026 Annual Meeting, expressing gratitude for their continued support and investment.
• The Board of Directors recommends voting FOR the election of all nominated directors, FOR the approval of the Amended and Restated Employee Stock Purchase Plan, FOR the ratification of PricewaterhouseCoopers LLP as the independent auditor, and FOR the approval of executive compensation.
• The Compensation and Nominating Committee believes the executive compensation program encourages achievement of key company values, bases cash compensation on individual and short-term financial performance, and aligns incentives with long-term stockholder value through equity awards.

Industry Context

StockSavvy.ai notes that Forrester Research's underperformance in Total Shareholder Return (TSR) compared to the S&P Small Cap 600 Information Technology index suggests challenges in a competitive and evolving market for research and advisory services. Despite these financial headwinds, the company's emphasis on corporate governance, employee stock ownership, and linking executive compensation to both short-term and long-term performance metrics reflects a strategic effort to stabilize and drive future growth, a common approach among firms navigating industry shifts.

Comparison to Industry Standards

• The company's 5-year cumulative Total Shareholder Return (TSR) is less than the S&P Small Cap 600 Information Technology index, indicating underperformance relative to its industry peers.
• The Compensation and Nominating Committee utilizes data from the Radford Global Compensation Database, specifically targeting companies with annual revenues between $200 million and $1 billion, to ensure executive compensation packages are competitive within the relevant market for talent.

Management Changes

Corporate Governance

Related Party Transactions

• A registration rights and non-competition agreement exists with George F. Colony, the Chairman and CEO. This agreement grants him rights to include his shares in company registration statements under certain conditions and includes a one-year non-compete clause if his employment terminates.

Stakeholder Impact

• **Shareholders:** Directly impacted by the proposals to be voted on, including director elections, executive compensation, and the ESPP. The company's financial underperformance (revenue decline, missed targets, goodwill impairment) negatively affects shareholder value, while governance enhancements aim to protect their interests.
• **Employees:** Benefit from the proposed expansion of the Employee Stock Purchase Plan, allowing them to acquire company stock at a discount, which can enhance engagement and align their financial interests with the company's success. Executive compensation programs are designed to attract, retain, and motivate key talent.
• **Customers:** The company's culture emphasizes client service and customer obsession, aiming to drive growth and improve client retention and customer experience.
• **Management:** Executive compensation is structured with significant variable components tied to performance, incentivizing achievement of strategic and financial objectives. The Executive Severance Plan provides stability and continuity during potential employment transitions or changes in control.
• **Creditors:** Financial performance, including revenue decline and goodwill impairment, could be a concern for creditors, although the filing does not detail specific impacts.

Next Steps

• Stockholders are invited to attend the virtual 2026 Annual Meeting on May 12, 2026, to vote on the proposals.
• The Board of Directors will carefully consider the outcome of the non-binding vote on executive compensation when evaluating future arrangements.
• Stockholders wishing to submit proposals for the 2027 Annual Meeting must do so by December 1, 2026, for inclusion in proxy materials.
• Stockholders intending to nominate directors for the 2027 Annual Meeting (outside of proxy materials) must notify the company between January 12, 2027, and February 11, 2027.

Key Dates

Recommendation

While Forrester Research demonstrates robust corporate governance, including a new clawback policy and updated stock retention guidelines, and is actively working to align executive incentives with long-term value, the recent financial performance is a significant concern. The 8% revenue decline, missed CV bookings and modified operating income targets, and substantial goodwill impairment in 2025, coupled with underperforming TSR relative to its peer group, indicate operational challenges. The proposed expansion of the Employee Stock Purchase Plan is a positive for employee alignment, but the overall financial trajectory suggests a 'Hold' recommendation as investors await clearer signs of a turnaround and improved operational execution.

Keywords

Forrester Research, FORR, Proxy Statement, Corporate Governance, Executive Compensation, Employee Stock Purchase Plan, Director Election, Audit, Financial Performance, Revenue, CV Bookings, EBITDA, Stock Options, Restricted Stock Units, Goodwill Impairment