Delaware
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000-20971
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71-0788538
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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200 Harvard Mill Square, Suite 210
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Wakefield, Massachusetts 01880
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (781) 246-3343
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q
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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q
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1.
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to elect the six (6) candidates listed as nominees in the Company’s Proxy Statement dated April 22, 2015 (the “Proxy Statement”), who are Paul Flynn, Paul Guzzi, Nancy Leaming, Michael Loeb, Shirley Singleton and Wayne Wilson, and who will serve until the Company’s 2016 Annual Meeting or until their successors are duly elected and qualified;
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2.
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to approve the proposed amendment to the Edgewater Technology, Inc. 2008 Employee Stock Purchase Plan to increase the authorized shares under the Plan from 1,200,000 to 1,700,000;
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3.
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to approve (on a nonbinding, advisory basis) named executive officer compensation; and
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4.
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to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accountants to audit the accounts of Edgewater for the fiscal year ending December 31, 2015.
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Exhibit Number |
Description of Exhibit
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99.1 |
Edgewater Technology, Inc. Press Release dated June 4, 2015.
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99.2 |
Report of Matters Voted Upon by Stockholders.
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EDGEWATER TECHNOLOGY, INC.
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By: |
/s/ Timothy R. Oakes
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Name: |
Timothy R. Oakes
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Title: |
Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit 99.1
WAKEFIELD, Mass., June 4, 2015 (GLOBE NEWSWIRE) -- Edgewater Technology, Inc. (Nasdaq:EDGW), a leading consulting firm that brings a blend of classic and product-based consulting services to its clients, held its Annual Stockholders' Meeting on June 3, 2015 in Wakefield, Massachusetts.
At the Annual Meeting, the Company's stockholders were asked:
The elected six board members include:
Approximately 91% of all issued and outstanding shares were represented at the Annual Stockholders' Meeting.
Additionally, stockholders approved the proposed amendment to the Edgewater Technology, Inc. 2008 Employee Stock Purchase Plan, approved the Company's named executive officer compensation and ratified the appointment of BDO USA, LLP as the Company's independent registered public accountants for the year ending December 31, 2015.
The Company's next Annual Meeting is tentatively planned to be held in June 2016.
About Edgewater
Edgewater Technology, Inc. (Nasdaq:EDGW) is a strategic consulting firm delivering a blend of classic and product-based consulting services. Edgewater addresses the market both vertically by industry and horizontally by product and technology specialty, providing its client base with a wide range of business and technology solutions. As one of the largest IT consulting firms based in New England, the company works with clients to reduce costs, improve processes and increase revenue through the judicious use of technology. Edgewater's brand names include Edgewater Technology, Edgewater Ranzal and Edgewater Fullscope. To learn more, please visit www.edgewater.com.
CONTACT: Company Contact: Timothy R. Oakes Chief Financial Officer 1-781-246-3343 Investor Relations: Liolios Group, Inc. Cody Slach 1-949-574-3860 EDGW@liolios.com
1.
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The 2015 Annual Meeting of Stockholders of Edgewater Technology, Inc. (the “Company”) was held at Edgewater Technology, Inc., 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts, on June 3, 2015 commencing at 10:00 a.m. pursuant to notice properly given (the “Annual Meeting”).
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2.
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At the close of business on April 13, 2015, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 11,610,185 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.
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3.
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At the Annual Meeting 10,509,593, or 91%, of the Company’s issued and outstanding shares of common stock were represented in person or by proxy, constituting a quorum.
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4.
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At the Annual Meeting, each of the following nominees for director received the respective number of votes set forth opposite his or her name, constituting a plurality of the votes cast, and was duly elected as a director of the Company.
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Number of
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Number of Votes
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Broker
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Nominee
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Votes “FOR”
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“WITHHELD”
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Non-Votes
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Shirley Singleton
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5,593,803
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3,132,943
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1,782,847
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Wayne Wilson
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4,461,927
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4,264,819
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1,782,847
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Paul E. Flynn
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5,613,608
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3,113,138
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1,782,847
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Paul Guzzi
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5,608,090
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3,118,656
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1,782,847
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Nancy L. Leaming
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5,576,800
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3,149,946
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1,782,847
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Michael Loeb
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5,609,525
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3,117,221
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1,782,847
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5.
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The following table states the tally of the votes cast to approve the proposed amendment to the Edgewater Technology, Inc. 2008 Employee Stock Purchase Plan to increase the authorized shares under the Plan from 1,200,000 to 1,700,000.
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Votes
“FOR”
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Votes
“AGAINST”
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Votes “ABSTAINING”
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Broker
Non-Votes
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8,307,187
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416,217
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3,342
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1,782,847
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6.
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The following table states the tally of the votes cast to approve (on a non-binding, advisory basis) the Company’s named executive officer compensation.
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Votes
“FOR”
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Votes
“AGAINST”
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Votes “ABSTAINING”
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Broker
Non-Votes
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7,870,310
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834,695
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21,741
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1,782,847
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7.
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The following table states the tally of the votes cast to ratify the appointment of BDO USA, LLP as Edgewater’s independent registered public accountants for the fiscal year ending December 31, 2015.
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Votes
“FOR”
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Votes
“AGAINST”
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Votes “ABSTAINING”
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Broker
Non-Votes
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10,169,166
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326,890
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13,537
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0
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