-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0kuvhcStCxXb1Fu++AC5ogdamGuzPL5JJeBa/brL3ja1mPXZFPsgl6KkpHxNYUc F0seYbnhxf4OXhqXR6bNgA== 0001171843-09-000593.txt : 20090611 0001171843-09-000593.hdr.sgml : 20090611 20090611141735 ACCESSION NUMBER: 0001171843-09-000593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090610 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090611 DATE AS OF CHANGE: 20090611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER TECHNOLOGY INC/DE/ CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 710788538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20971 FILM NUMBER: 09886659 BUSINESS ADDRESS: STREET 1: 20 HARVARD MILL SQUARE CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-213-9854 MAIL ADDRESS: STREET 1: 20 HARVARD MILL SQUARE CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 8-K 1 f8k_061109.htm FORM 8-K Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
___________________________________
 
FORM 8-K
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 10, 2009
 
EDGEWATER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-20971
  
71-0788538
(State or other jurisdiction of
incorporation)
  
(Commission File No.)
  
(IRS Employer
Identification No.)
         
20 Harvard Mill Square
Wakefield, Massachusetts 01880
 
Registrant’s telephone number, including area code: (781) 246-3343
 
 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 (see General Instruction A.2. below):

q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
q  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
ITEM 5.02                                COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 10, 2009, the Compensation Committee of the Board of Directors of Edgewater Technology, Inc. (“Edgewater” or the “Company”) approved a twelve-month extension of an existing employment agreement between the Company and David Gallo, the Company’s Chief Operating Officer.  Mr. Gallo’s current employment agreement, as described in the Company’s Schedule 14A Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on April 20, 2009, is now scheduled to expire on June 11, 2010.  No other terms or conditions of Mr. Gallo’s employment agreement were amended.

ITEM 8.01                                OTHER EVENTS

On June 10, 2009, the Company held its 2009 Annual Meeting of Stockholders (the “Annual Meeting”).  A copy of the press release issued by the Company in connection with the Annual Meeting is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

At the Annual Meeting, the Company’s stockholder voted:

1.  
to elect the seven (7) candidates listed as nominees in the Company’s Proxy Statement dated April 22, 2009 (the “Proxy Statement”), who are Paul Flynn, Paul Guzzi, Nancy Leaming, Michael Loeb, Shirley Singleton, Barry White and Wayne Wilson, and who will serve until the Company’s 2010 Annual Meeting or until their successors are duly elected and qualified;

2.  
to ratify the appointment of Deloitte & Touche LLP, by the Audit Committee of the Board of Directors and the Board of Directors, as independent auditors to audit the accounts of Edgewater for the fiscal year ending December 31, 2009.

The voting results are set forth in Exhibit 99.2 and are incorporated herein by reference.

The information contained in the accompanying Exhibit 99.1 is being “furnished,” as opposed to being “filed” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated hereafter by reference into any filing of the Company, where made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.  The information in this report, including the exhibit incorporated hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

ITEM 9.01                                FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

Exhibit Number                                    Description of Exhibit

99.1  
Edgewater Technology, Inc. Press Release dated June 11, 2009.

99.2  
Report of Matters Voted Upon by Stockholders.

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.

Dated:   June 11, 2009

EDGEWATER TECHNOLOGY, INC.

By: /s/ Kevin R. Rhodes
Name:  Kevin R. Rhodes
Title: Chief Financial Officer
(Principal Financial Officer)
 EX-99 2 exh_991.htm EXHIBIT 99.1

EXHIBIT 99.1

Edgewater Technology, Inc. Holds 2009 Annual Stockholders' Meeting

WAKEFIELD, Mass., June 11, 2009 (GLOBE NEWSWIRE) -- A technology management consulting firm specializing in providing specialty information technology ("IT") services, Edgewater Technology, Inc. (Nasdaq:EDGW) (www.edgewater.com, "Edgewater" or the "Company"), today announced that the Company held its Annual Stockholders' Meeting on June 10, 2009 in Wakefield, Massachusetts.

The meeting was held for the following purposes:


 --  To elect seven directors to serve until the 2010 Annual Meeting
     of Stockholders;
 --  To ratify the appointment of Deloitte & Touche LLP by the
     Company's Audit Committee as independent auditors to audit the
     accounts of Edgewater for the fiscal year ending December 31,
     2009; and
 --  To transact any other business that may properly come before the
     Annual Meeting.

The elected seven board members include:


 --  Shirley Singleton, Chairman, President and CEO of Edgewater;
 --  Wayne Wilson, former President and COO of PC Connection, Inc.
 --  Paul Flynn, Executive Vice President and Commercial Loan Officer
     of Danversbank;
 --  Paul Guzzi, President and CEO of the Greater Boston Chamber of
     Commerce;
 --  Nancy Leaming, former CEO and President of Tufts Health Plan;
 --  Michael Loeb, President and CEO of Loeb Enterprises; and
 --  Barry White, Senior Partner with Foley Hoag, LLP.

Approximately 89% of all issued and outstanding shares were represented at the Annual Stockholders' Meeting and each nominee described above received at least 97% of the votes cast to elect directors. Additionally, the Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent public accountants for the year ending December 31, 2009.

The Company's next Annual Meeting is tentatively planned to be held in June 2010.

About Edgewater Technology, Inc.

Edgewater is an innovative technology management consulting firm. We provide a unique blend of specialty IT services by leveraging our proven industry expertise in strategy, technology and enterprise performance management. Headquartered in Wakefield, MA, we typically go to market both vertically by industry and horizontally by product and technology specialty and provide our clients with a wide range of business and technology offerings. To learn more, visit www.edgewater.com or call 800-410-4014.

The Edgewater Technology logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3783

CONTACT:  Edgewater Technology, Inc.
          Kevin R. Rhodes, Chief Financial Officer
          Timothy R. Oakes, Chief Accounting Officer /
           Investor Relations
          (781) 246-3343
          ir@edgewater.com
EX-99 3 exh_992.htm EXHIBIT 99.2 Unassociated Document
Exhibit 99.2

Edgewater Technology, Inc.
2009 Annual Meeting
Report of Matter Voted Upon by Stockholders

1.  
The 2009 Annual Meeting of Stockholders of Edgewater Technology, Inc. (the “Company) was held at Edgewater Technology, Inc., 20 Harvard Mill Square, Wakefield, Massachusetts, on June 10, 2009 commencing at 10:00 a.m. pursuant to notice properly given (the “Annual Meeting”).

2.  
 At the close of business on April 22, 2009, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 12,236,145 shares of common stock, $0.01 par value.  Each of the outstanding shares was entitled to one vote on the matters to come before the Annual Meeting.

3.  
At the Annual Meeting 10,881,930, or 89%, of the Company’s issued and outstanding shares of common stock were represented in person or by proxy, constituting a quorum.

4.  
At the Annual Meeting, each of the following nominees for director received the respective number of votes set forth opposite their name, constituting a plurality of the votes cast, and was duly elected as a director of the Company.

   
Number of
  
Number of Votes
Nominee
  
Votes “FOR”
  
“WITHHELD”
         
Shirley Singleton
  
10,654,703
  
227,227
Wayne Wilson
  
10,682,944
  
198,985
Paul E. Flynn
  
10,682,184
  
199,746
Paul Guzzi
  
10,681,415
  
200,514
Nancy L. Leaming
  
10,514,613
  
367,317
Michael Loeb
  
10,610,113
  
271,817
Barry B. White
  
10,679,956
  
201,973


5.  
The following table states the tally of the votes cast to ratify the appointment, as described in the Proxy Statement, of Deloitte & Touche LLP as Edgewater’s independent auditors for the fiscal year ending December 31, 2009.

Votes
“FOR”
  
Votes
“AGAINST”
  
Votes “ABSTAINING”
  
Broker
Non-Votes
             
10,757,320
  
26,289
  
98,320
  
0
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