Forrester (NASDAQ: FORR) holders back stock plan, directors and auditor

Rhea-AI Filing Summary

Forrester Research, Inc. reported results of its latest annual stockholder meeting and an update to its employee stock purchase plan. Stockholders approved an amended and restated Employee Stock Purchase Plan that increases the number of shares available for purchase by 450,000 shares, effective as of March 25, 2026, the date of board adoption.

All six director nominees were elected, each receiving more than 15.0 million votes in favor with broker non-votes of 1,894,164 for each nominee. Stockholders also approved the amended stock purchase plan with 15,623,367 votes for and ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm with 17,421,397 votes for.

In addition, executive compensation received advisory support, with 15,073,307 votes cast in favor in the non-binding say-on-pay vote, indicating broad stockholder backing for the company’s current governance and compensation practices as described in its definitive proxy statement.

8-K Event Classification

4 items: 1.01, 5.02, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ESPP share increase: 450,000 shares Plan approval votes for: 15,623,367 votes Auditor ratification votes for: 17,421,397 votes +3 more

6 metrics

ESPP share increase 450,000 shares Additional shares available for purchase under Employee Stock Purchase Plan

Plan approval votes for 15,623,367 votes Proposal 2 – amended Employee Stock Purchase Plan

Auditor ratification votes for 17,421,397 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 15,073,307 votes Non-binding approval of executive compensation

Director votes for (example) 15,566,731 votes Votes for nominee Warren Romine

Broker non-votes on director election 1,894,164 Broker non-votes for each director nominee

Key Terms

Material Definitive Agreement, Employee Stock Purchase Plan, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Employee Stock Purchase Plan financial

"Third Amended and Restated Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-votes financial

"Broker Non-Votes 1,894,164"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding vote regulatory

"Approval by non-binding vote Forrester Research, Inc. executive compensation"

Understanding 8-K Material Events →

0001023313false00010233132026-05-122026-05-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

FORRESTER RESEARCH, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-21433	04-2797789
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
60 Acorn Park Drive
Cambridge, Massachusetts				02140
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 613-6000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 Par Value		FORR		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

At the Annual Meeting of Stockholders of Forrester Research, Inc. (the “Company”) held on May 12, 2026 (the “Annual Meeting”), the stockholders of the Company approved the amendment and restatement of the Forrester Research, Inc. Third Amended and Restated Employee Stock Purchase Plan (the “Amended and Restated Employee Stock Purchase Plan”), pursuant to which the number of shares available for purchase was increased by 450,000 shares, as previously described in the Company’s Proxy Statement on Schedule 14A filed on March 31, 2026, with such amendment and restatement effective as of March 25, 2026, the date of adoption by the Company’s Board of Directors.

The Amended and Restated Employee Stock Purchase Plan is included with this Current Report on Form 8-K as Exhibit 10.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

See Item 1.01.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the proposals listed below were submitted to a vote of the stockholders.The proposals are described in the Company’s definitive proxy statement for the Annual Meeting. Each of the proposals was approved by the stockholders pursuant to the voting results set forth below.

Proposal 1 – The election of six nominees to the Company’s Board of Directors.

The six nominees named in the definitive proxy statement were elected to serve as directors. Information as to the vote on each director standing for election is provided below:

Nominee	For	Withheld	Broker Non-Votes
Robert Bennett	15,093,826	573,604	1,894,164
Neil Bradford	15,545,386	122,044	1,894,164
George F. Colony	15,526,010	141,420	1,894,164
Anthony Friscia	15,289,221	378,209	1,894,164
Corinne Munchbach	15,500,971	166,459	1,894,164
Warren Romine	15,566,731	100,699	1,894,164

Proposal 2 – Approval of an amendment and restatement of the Company’s Third Amended and Restated Employee Stock Purchase Plan to increase the number of shares available for purchase under the plan.

The voting results were as follows:

For	Against	Abstaining	Broker Non-Votes
15,623,367	38,217	5,846	1,894,164

Proposal 3 – The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The voting results were as follows:

For	Against	Abstaining	Broker Non-Votes
17,421,397	87,834	52,363	-0-

Proposal 4 – Approval by non-binding vote Forrester Research, Inc. executive compensation.

The voting results were as follows:

For	Against	Abstaining	Broker Non-Votes
15,073,307	156,133	437,990	1,894,164

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Amended and Restated Employee Stock Purchase Plan, effective March 25, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			FORRESTER RESEARCH, INC.
Date:	May 13, 2026	By:	/s/ Ryan D. Darrah
			Ryan D. Darrah, Chief Legal Officer and Secretary

FAQ

What stock plan change did Forrester (FORR) shareholders approve?

Shareholders approved an amended Employee Stock Purchase Plan adding 450,000 shares. This increase expands the pool available for employee purchases under the plan, effective March 25, 2026, when the Board adopted the amendment and restatement.

Which directors were elected at Forrester’s 2026 annual meeting?

Six nominees were elected: Robert Bennett, Neil Bradford, George F. Colony, Anthony Friscia, Corinne Munchbach, and Warren Romine. Each received over 15.0 million votes for, with 1,894,164 broker non-votes recorded for each director position.

How did Forrester (FORR) shareholders vote on the stock purchase plan proposal?

The amended Employee Stock Purchase Plan received strong support, with 15,623,367 votes for, 38,217 against, 5,846 abstentions, and 1,894,164 broker non-votes. This approval authorizes the 450,000 share increase for employee purchases under the plan.

Did Forrester shareholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,421,397 votes for, 87,834 against, and 52,363 abstentions, and no broker non-votes reported.

What were the results of Forrester’s say-on-pay vote in 2026?

Executive compensation received advisory approval with 15,073,307 votes for, 156,133 against, and 437,990 abstentions, plus 1,894,164 broker non-votes. This non-binding vote indicates stockholder support for Forrester’s executive pay programs as disclosed in its proxy statement.

What governance matters were addressed at Forrester’s 2026 annual meeting?

Shareholders elected six directors, approved an amended Employee Stock Purchase Plan adding 450,000 shares, ratified PricewaterhouseCoopers LLP as auditor for 2026, and supported executive compensation in a non-binding advisory vote, reflecting broad backing for current governance arrangements.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 76.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB