<PAGE> 1
SCHEDULE 14A
(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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 9-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
<PAGE> 2
/ / 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 the offsetting fee was paid
previously. Identify the previous filing by registration statement number or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
-2-
<PAGE> 3
FORRESTER RESEARCH, INC.
1033 MASSACHUSETTS AVENUE
CAMBRIDGE, MASSACHUSETTS 02138
GEORGE F. COLONY
Chairman of the Board, President,
and Chief Executive Officer
April 15, 1997
To Our Stockholders:
You are cordially invited to attend the annual meeting of the
stockholders of Forrester Research, Inc., which will be held on Tuesday, May 13,
1997 at the offices of Ropes & Gray, 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 statement,
please promptly mark, sign, and return the enclosed proxy card to ensure that
your shares will be represented.
This is our first annual meeting since our initial public offering and
we hope that many of you will be able to attend in person. I look forward to
seeing you there.
Sincerely yours,
/s/ George F. Colony
George F. Colony
Chairman of the Board, President,
and Chief Executive Officer
<PAGE> 4
FORRESTER RESEARCH, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
Notice is hereby given that the Annual Meeting of Stockholders of
Forrester Research, Inc. will be held at the offices of Ropes & Gray, One
International Place, Boston, Massachusetts at 10:00 a.m. (local time) on
Tuesday, May 13, 1997 for the following purposes:
1. To elect two Class III directors to serve until the 2000 Annual
Meeting of Stockholders.
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 March 31, 1997 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 May 3, 1997 to the date of the
meeting at the offices of Ropes & Gray, One International Place, Boston,
Massachusetts.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
Susan M. Whirty, Esq.
Secretary
Cambridge, Massachusetts
April 15, 1997
IT IS IMPORTANT THAT YOUR STOCK 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.
<PAGE> 5
FORRESTER RESEARCH, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of the Board of
Directors of Forrester Research, Inc. ("Forrester" or the "Company") to be voted
at the Annual Meeting of Stockholders (the "Meeting") to be held at the offices
of Ropes & Gray, One International Place, Boston, Massachusetts at 10:00 a.m.
(local time) on Tuesday, May 13, 1997, or at any adjournment thereof. A proxy
may be revoked by a stockholder at any time before it is voted by (i) returning
to the Company another properly signed proxy bearing a later date, (ii)
otherwise delivering a written revocation to the Secretary of the Company, or
(iii) attending the Meeting and voting the shares covered by the proxy in
person. Shares represented by the enclosed form of proxy properly executed and
returned, and not revoked, will be voted at the Meeting by the persons named in
the proxy for the proposal set forth below. In the absence of contrary
instructions, the persons named as proxies will vote in accordance with the
intentions stated below.
This proxy statement was first mailed to stockholders on or about April
15, 1997.
The expense of soliciting proxies will be borne by the Company.
Officers and regular employees of the Company (who will receive no compensation
therefor in addition to their regular salaries) may solicit proxies. In addition
to the solicitation of proxies by use of the mails, the Company may use the
services of its officers and regular employees to solicit proxies personally and
by mail, telephone, and telegram from brokerage houses and other stockholders.
The Company will reimburse brokers and other persons for their reasonable
charges and expenses in forwarding soliciting materials to their principals.
The holders of record of shares of the common stock, $.01 par value, of
the Company (the "Common Stock") at the close of business on March 31, 1997 are
entitled to receive notice of and to vote at the Meeting. As of that date, the
Company had issued and outstanding 8,301,052 shares of Common Stock. Each such
share of Common Stock is entitled to one vote on each matter to come before the
Meeting.
Consistent with state law and the Company's Bylaws, 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 such matter. Votes cast by
proxy or in person at the Meeting will be counted by the person appointed by the
Company to act as the election inspector for the Meeting. The nominees for
election as Class III directors at the Meeting who receive the greatest number
of votes properly cast for the election of directors will be elected. The
election inspector(s) will count shares represented by proxies that withhold
authority to vote for a nominee for election as a director or that reflect
abstentions and "broker non-votes" (i.e., shares represented at the Meeting held
by brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or persons entitled to vote, and (ii) the broker or
nominee does not have the discretionary voting power on a particular matter)
only as shares that are present and entitled to vote on the
<PAGE> 6
matter for purposes of determining the presence of a quorum, but neither
abstentions nor broker non-votes will have any effect on the outcome of voting
on the election of directors.
The Annual Report to Stockholders for the Company's fiscal year ended
December 31, 1996 accompanies this proxy statement. This proxy statement and the
enclosed proxy are being mailed to stockholders on the same date as the date of
the Notice of Annual Meeting of Stockholders.
ELECTION OF DIRECTORS
PROPOSAL ONE:
ELECTION OF CLASS III DIRECTORS
The persons named in the enclosed proxy intend to vote each share as to
which a proxy has been properly executed and returned (and not revoked) in favor
of the election as Class III directors of the nominees named below, unless
authority to vote for the election of such nominees is withheld, by marking the
proxy to that effect.
Pursuant to the Company's Restated Certificate of Incorporation and
Bylaws, the Board of Directors is divided into three classes, as nearly equal in
number as possible, so that each director will serve for three years, with one
class of directors being elected each year.
The nominees are the two directors currently designated as Class III
directors, Robert M. Galford and Michael H. Welles, whose terms expire at the
Meeting. The enclosed proxy cannot be voted for more than two persons.
If Proposal One is approved, Robert M. Galford and Michael H. Welles
will be elected as Class III Directors for a term of three years expiring at the
2000 Annual Meeting of Stockholders, and until their respective successors are
elected and shall qualify to serve.
It is expected that Mr. Galford and Mr. Welles will be able to serve,
but if either of them are unable to serve, the proxies reserve discretion to
vote, or refrain from voting, for a substitute nominee or nominees.
<TABLE>
NOMINEES
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert M. Galford 44 Class III Director
Michael H. Welles 42 Class III Director
</TABLE>
Robert M. Galford became a director of the Company in November 1996
immediately following the Company's initial public offering. Mr. Galford has
been a member of the Faculty of the Executive Programs at Columbia University's
Graduate School of Business since 1994. Before joining Columbia's Executive
Programs, he taught at Boston University from 1993 to 1994. Prior to his work in
executive education, Mr. Galford was a Vice President of the MAC Group from 1986
to 1991 and its successor firm, Gemini Consulting, from 1991 to 1994.
2
<PAGE> 7
Michael H. Welles became a director of the Company in November 1996
immediately following the Company's initial public offering. Mr. Welles has been
General Manager, Next Generation Products for Lotus Development Corporation
since 1994. From 1991 to 1994, he was General Manager of Lotus' Improv
development team.
THE BOARD OF DIRECTORS RECOMMENDS ELECTION
OF THE NOMINEES DESCRIBED IN PROPOSAL ONE.
OTHER DIRECTORS
George F. Colony, a Class I director, is the founder of the Company and
has served as President and Chief Executive Officer since its inception in July
1983.
George R. Hornig, a Class II director, became a director of the Company
in November 1996 immediately following the Company's initial public offering.
Mr. Hornig has been Managing Director and Member of the Management Committee of
Deutsche Morgan Grenfell, an investment banking firm, from 1993 to the present.
From 1991 to 1993, Mr. Hornig was President and Chief Operating Officer of Dubin
& Swieca Holdings, Inc., an investment management firm. He is also Director of
Unity Mutual Life Insurance Company and SL Industries, Inc.
There is currently one Class II director vacancy.
BOARD MEETINGS AND COMMITTEES
The Company completed the initial public offering of its Common Stock
in December, 1996 (the "Offering"). Prior to the Offering, George F. Colony was
the sole director of the Company and generally acted by written consent. There
were no Board of Directors meetings during the period from completion of the
Offering through December 31, 1996.
The Audit Committee of the Company, which consists of George R. Hornig
and which currently has a vacancy, held no meetings during the period from
completion of the Offering through December 31, 1996. The Audit Committee
reviews the results of operations of the Company with officers of the Company
who are responsible for accounting matters and, from time to time, with the
Company's independent auditors.
The Compensation Committee of the Company, which consists of two
members, Messrs. Galford and Welles, neither of whom is an executive officer or
employee of the Company, held no meetings during the period from completion of
the Offering through December 31, 1996. The Compensation Committee administers
the Company's stock plans, recommends annual compensation arrangements for the
Company's executive officers, and reviews annual compensation arrangements for
all other officers and significant employees.
DIRECTOR COMPENSATION
Members of the Board of Directors of the Company are reimbursed for
their expenses incurred in connection with attending any meeting. In addition,
in September 1996, the Company adopted the 1996 Stock Option Plan for
Non-Employee Directors (the "Directors' Plan"), which provides for the issuance
of options to purchase up to 150,000 shares of Common Stock. Under the
Directors' Plan, the Company's four non-employee directors each received, on the
date that
3
<PAGE> 8
the Company first filed a registration statement under the Securities Act of
1933, as amended, (the "Securities Act") covering the Common Stock, an option to
purchase 6,000 shares of the Company's Common Stock at an exercise price of
$13.00. Such options will vest in three equal installments commencing on the
date that the Company completed its initial public offering of the Common Stock
and on the first and second anniversaries of such date. Each non-employee
director elected thereafter shall be awarded options to purchase 6,000 shares of
Common Stock at an exercise price equal to the fair market value of the Common
Stock upon his or her election as a director, which will vest in three equal
installments commencing on the date of grant and on the first and second
anniversaries of the date of grant. Each non-employee director will also receive
an option to purchase 4,000 shares of Common Stock, at an exercise price equal
to the fair market value of the Common Stock each year immediately following the
Company's annual stockholders meeting, which will vest in three equal
installments on the first, second, and third anniversaries of the date of grant.
The Compensation Committee of the Board of Directors also has the authority
under the Directors' Plan to grant options to non-employee directors in such
amounts and on such terms as set forth in the Directors' Plan as it shall
determine at the time of grant.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table and notes thereto set forth certain information
with respect to the beneficial ownership of the Company's outstanding Common
Stock as of March 31, 1997 by (i) each person who is known to the Company to
beneficially own more than 5% of the outstanding shares of Common Stock of the
Company, (ii) each of the executive officers named in the Summary Compensation
Table, (iii) each member of the Company's board of directors, and (iv) the
Company's board of directors and executive officers as a group. Except as
otherwise indicated, each of the stockholders named below has sole voting and
investment power with respect to the shares of Common Stock beneficially owned.
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED
---------------------------------
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED(1) SHARES
------------------------ ---------------------------------
<S> <C> <C>
George F. Colony, c/o Forrester Research, Inc., 6,001,000 72.29%
1033 Massachusetts Avenue, Cambridge, MA,
02138 (2)
Jon D. Schwartz 21,272 *
William M. Bluestein, Ph.D. 12,315 *
Paul D. Callahan 14,697 *
Stuart D. Woodring 21,154 *
Robert M. Galford (3) 3,200 *
George R. Hornig 3,000 *
Michael H. Welles 3,200 *
Directors and executive officers as a group
(14 persons) 6,150,013 72.85%
</TABLE>
4
<PAGE> 9
(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. Stock subject to options currently exercisable
or exercisable within 60 days of March 31, 1997 is included as shares
beneficially owned.
(2) Includes 1,000 shares held by Mr. Colony's wife.
(3) Includes 1,200 shares held in trust for Mr. Galford's children as to which
Mr. Galford disclaims beneficial ownership.
* Less than 1%.
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
<TABLE>
The following table sets forth certain information regarding all
compensation awarded to, earned by, or paid to the Company's President and Chief
Executive Officer and each of the other four most highly compensated executive
officers during 1996 (the "Named Executive Officers").
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
------------------- ------------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
- --------------------------- ---- -------- ------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
George F. Colony........................... 1996 $150,000 $44,696 -- $7,700
Chairman of the Board, President, 1995 $135,000 $ 0 -- $7,000
and Chief Executive Officer
Jon D. Schwartz............................ 1996 $241,256 $28,136 70,019
Director, Worldwide Sales 1995 $177,444 $20,400 --
William M. Bluestein, Ph.D................. 1996 $135,000 $62,643 70,926
Group Director, New Media Research 1995 $110,000 $46,476 --
Paul D. Callahan........................... 1996 $131,000 $66,522 45,994
Group Director, Information 1995 $120,000 $44,608 --
Technology Research
Stuart D. Woodring......................... 1996 $135,000 $60,623 69,699
Group Director, Information 1995 $125,000 $43,827 --
Technology Research
<FN>
(1) No Named Executive Officer received other annual compensation in excess of the lesser of $50,000 or 10% of
his salary and bonus.
</TABLE>
OPTIONS GRANTED AND OPTIONS EXERCISED IN THE LAST FISCAL YEAR
The following tables set forth certain information regarding stock
options granted to the Named Executive Officers during 1996. No options were
exercised by any of the Named Executive Officers during fiscal year 1996.
5
<PAGE> 10
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ANNUAL RATES
SECURITIES GRANTED OF STOCK PRICE
UNDERLYING TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM (2)
GRANTED(#) IN FISCAL PRICE EXPIRATION ---------------------
NAME (1) YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Colony - - - - - -
Jon D. Schwartz 27,727 3.7% $ 5.50 2/20/06 $ 95,905 $243,043
42,292 5.6% $12.00 9/10/06 $319,167 $808,831
---
9.3%
William M. Bluestein, 34,363 4.6% $ 5.50 2/20/06 $118,859 $301,212
Ph.D. 36,563 4.8% $12.00 9/10/06 $275,931 $699,264
---
9.4%
Paul D. Callahan 23,091 3.1% $ 5.50 2/20/06 $ 79,870 $202,406
1,736 0.2% $11.00 7/9/06 $ 12,009 $ 30,434
21,167 2.8% $12.00 9/10/06 $159,742 $404,817
---
6.1%
Stuart D. Woodring 31,909 4.2% $ 5.50 2/20/06 $110,371 $279,701
1,227 0.2% $11.00 7/9/06 $ 8,448 $ 21,511
36,563 4.8% $12.00 9/10/06 $275,931 $699,264
---
9.2%
<FN>
(1) Each of these options was granted pursuant to the Company's Amended and
Restated 1996 Equity Incentive Plan and is subject to the terms of such
plan. The exercise price of the options granted is equal to the fair market
value of the Company's Common Stock on the date of grant. All options
(except for certain options that became exercisable upon the completion of
the Company's initial public offering) become exercisable in three equal
installments, on the first, second, and third anniversaries of the date of
grant. All options expire 10 years from the date of grant.
(2) The amounts shown on this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5%
and 10%, compounded annually from the date the respective options were
granted to their expiration date. The gains shown are net of the option
exercise price, but do not include deductions for taxes or other expenses
associated with the exercise. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock, the
holders' continued employment through the option period, and the date on
which the options are exercised.
</TABLE>
The following table shows the value of exercisable and unexercisable
options held by each of the Named Executive Officers as of December 31, 1996.
6
<PAGE> 11
<TABLE>
AGGREGATE UNEXERCISED OPTIONS AT DECEMBER 31, 1996
<CAPTION>
FISCAL YEAR-END OPTION VALUES
-----------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#): YEAR-END ($) (1):
-----------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
George F. Colony -- -- -- --
Jon D. Schwartz 14,697 55,322 $297,614 $845,373
William M. Bluestein, Ph.D. 21,272 49,654 $430,758 $767,834
Paul D. Callahan 12,315 33,679 $249,379 $534,866
Stuart D. Woodring 20,454 49,245 $414,194 $752,803
<FN>
(1) Based upon the market price of $25.75 per share, which was the closing
price per share of Common Stock on the Nasdaq National Market on the last
trading day of the 1996 fiscal year less the option exercise price per
share.
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Prior to the Company's initial public offering in November 1996, all
compensation decisions were made by George F. Colony in his capacity as Chief
Executive Officer and sole director of the Company. The Company engaged a
compensation consultant to advise Mr. Colony on appropriate levels and methods
of compensation for key employees. Following the initial public offering, the
Board of Directors appointed a Compensation Committee consisting of Robert M.
Galford and Michael H. Welles, neither of whom is an employee of the Company.
The Compensation Committee will be responsible for reviewing with management the
compensation of the Company's directors, officers, employees, and agents, making
recommendations to the Board of Directors, and administering the Company's stock
plans.
The Company's culture emphasizes certain key values -- quality,
cooperation, and creativity -- that it believes are critical to its continued
growth. To encourage achievement of the Company's key values, the Company 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 the Company's effectiveness. The Company's compensation
philosophy bases cash compensation on individual achievement, teamwork, and the
Company's short-term performance, and aligns employees' incentives with the
Company's objective of enhancing stockholder value over the long term through
long-term incentives, principally stock options. Compensation must also be
competitive with other companies in the industry so that the Company can
continue to attract, retain, and motivate key employees who are critical to the
long-term success of the Company.
Compensation for the Company's executive officers in 1996 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 industry comparisons.
7
<PAGE> 12
Cash Bonuses. Cash bonuses were determined based upon performance
against individual and team goals and are funded by the Company's overall
performance against key business objectives.
Stock Options. The principal equity compensation component of executive
compensation are options granted under the Company's stock option plan. Prior to
1996, the Company had not issued stock options to executive officers or
employees. In 1996, the Company granted stock options, some of which vested upon
consummation of the Company's initial public offering and others of which vest
over three years, to executive officers and other employees based on seniority
and the position held with the Company, and granted stock options, which vest
over three years, to new executive officers who joined the Company in 1996. The
Compensation Committee expects that future stock options generally will be
granted when an executive joins the Company, with additional options granted
from time to time for promotions and performance. The Compensation Committee
believes that stock option participation helps to motivate and retain executives
and also aligns management's incentives with long-term stock price appreciation.
Mr. Colony's compensation package in 1996 as Chief Executive Officer
consisted of the same benefits program as other executive officers, including
base salary, cash bonus, and other executive and employee benefit programs,
other than stock options. Mr. Colony established the level of compensation after
consulting with the Company's compensation consultant and other informal
advisors. Beginning in 1997, the Compensation Committee will be responsible for
setting Mr. Colony's compensation.
Section 162(m) of the Internal Revenue Code limits the deductibility of
compensation paid to certain executive officers in excess of $1.0 million unless
the compensation is performance based. It is the Company's policy to structure
compensation arrangements with its executive officers to preserve the
deductibility for the purpose of that compensation in light of Section 162(m).
George F. Colony
8
<PAGE> 13
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the period cumulative return
of the Company's Common Stock against the return on the Nasdaq Stock Market
Index of U.S. Companies and the H&Q Technology index for the period indicated
below.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURNS*
[GRAPHIC OMITTED]
<CAPTION>
Cumulative Total Returns
------------------------
11/26/96 12/31/96
<S> <C> <C>
Forrester Research, Inc. $100.00 $117.05
Nasdaq $100.00 $100.81
H & Q Technology $100.00 $ 98.84
<FN>
* Assumes that the value of the investment in Forrester Research, Inc. Common
Stock, the Nasdaq Stock Market Index of U.S. Companies, and the H&Q
Technology index was $100 on November 26, 1996 and that all dividends were
reinvested. The stock performance graph above is not necessarily indicative
of future stock performance.
</TABLE>
OTHER INFORMATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, Mr. Colony, Chairman of the Board, President, Chief
Executive Officer, and majority stockholder of the Company, was responsible for
compensation decisions, although he consulted as to such decisions with an
outside compensation expert. Following the Offering, the Company established a
Compensation Committee consisting of Messrs. Galford and Welles, neither of whom
is an employee of the Company.
9
<PAGE> 14
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on its review of copies of filings under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") received by
it, and written representations from certain reporting persons, the Company
believes that during 1996 its directors and executive officers filed all
required reports under Section 16 of the Exchange Act.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and Mr. Colony, who was the sole stockholder of the Company
prior to the Offering, have entered into an indemnification agreement relating
to their respective tax liabilities. Mr. Colony will continue to be liable for
personal income taxes on the Company's income for all periods prior to the time
the Company ceased to be an S corporation. The agreement generally provides that
the Company will indemnify Mr. Colony for any increase in his taxes (including
interest and penalties) resulting from adjustments initiated by taxing
authorities and from payments to him under the agreement, and Mr. Colony will
pay to the Company an amount equal to any decrease in his tax liability
resulting from adjustments initiated by taxing authorities. The agreement also
provides that, if the Company is determined to have been a C corporation for tax
purposes at any time it reported its income as a S corporation, Mr. Colony will
make a capital contribution to the Company in an amount necessary to hold the
Company harmless from any taxes and interest arising from such determination up
to the amount of distributions made by the Company to Mr. Colony prior to the
termination of the Company's S corporation election less any taxes and interest
attributable to such distributions.
The Company and Mr. Colony entered into a registration rights and
non-competition agreement (the "Registration Rights and Non-Competition
Agreement") which provides that if Mr. Colony's employment with the Company is
terminated he will not compete with the Company for the one-year period after
the date of such termination. The Registration Rights and Non-Competition
Agreement also provides that in the event the Company proposes to file a
registration statement under the Securities Act with respect to an offering by
the Company for its own account or the account of another person, or both, Mr.
Colony shall be entitled to include shares held by him (the "Registrable
Shares") in such a registration, subject to the right of the managing
underwriter of any such offering to exclude some or all of such Registrable
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 the Company.
The agreement also provides that Mr. Colony may require the Company to register
under the Securities Act shares having a fair market value of at least $5.0
million, except that the Company is not required to effect such registration
more than twice or at certain times described in the agreement. The agreement
also provides that the Company will pay all expenses incurred in connection with
such registration.
AUDIT MATTERS
Arthur Andersen LLP has been selected to audit the financial statements
of the Company for the year ending December 31, 1997 and to report the results
of their examination.
A representative of Arthur Andersen LLP is expected to be present at
the Meeting and will be afforded the opportunity to make a statement if he or
she desires to do so and to respond to appropriate questions from stockholders.
10
<PAGE> 15
STOCKHOLDER PROPOSALS
Proposals of stockholders submitted for consideration at the Annual
Meeting of Stockholders in 1997 must be received by the Company no later than
December 16, 1997.
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
Meeting for action except as described in the accompanying Notice of Annual
Meeting of Stockholders. However, as to any such business, the persons
designated as proxies will have discretionary authority to act in their best
judgment.
FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS
A copy of the Company's annual report on Form 10-K filed with the
Securities and Exchange Commission is available to stockholders without charge
by writing to Forrester Research, Inc., Investor Relations, 1033 Massachusetts
Avenue, Cambridge, Massachusetts 02138.
11
<PAGE> 16
DETACH HERE FOR F
FORRESTER RESEARCH, INC.
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING, MAY 13, 1997
R
O The undersigned appoints George F. Colony, Susan M. Whirty and David H.
Ramsdell, and each of them, as proxies, each with the power of substitution,
X 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
Y Stockholders to be held at the offices of Ropes & Gray, One International
Place, Boston, Massachusetts 02110 at 10:00 a.m. on Tuesday, May 13, 1997,
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 ALL THE NOMINEES FOR DIRECTOR ON THE
REVERSE SIDE.
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
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<PAGE> 17
<TABLE>
DETACH HERE FOR F
<S> <C>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. To elect two Class III directors to serve until the 2. To transact such other business as may properly come before
2000 Annual Meeting. the meeting and any adjournments thereof.
NOMINEES: Robert M. Galford, Michael H. Welles
FOR WITHHELD
[ ] [ ]
[ ] _______________________________________
For all nominees except as noted above MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Please sign exactly as name appears hereon and date. Where
shares are held jointly, both holders should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such.
Signature: _______________________________ Date: ________________ Signature: _______________________________ Date: _________________
</TABLE>
