0001171843-15-003317.txt : 20150604 0001171843-15-003317.hdr.sgml : 20150604 20150604163338 ACCESSION NUMBER: 0001171843-15-003317 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150603 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150604 DATE AS OF CHANGE: 20150604 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: 15913360 BUSINESS ADDRESS: STREET 1: 200 HARVARD MILL SQUARE STREET 2: SUITE 210 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-213-9854 MAIL ADDRESS: STREET 1: 200 HARVARD MILL SQUARE STREET 2: SUITE 210 CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 8-K 1 f8k_060415.htm FORM 8-K f8k_060415.htm

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): June 3, 2015
 
EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)
 
Delaware
 
000-20971
 
71-0788538
(State or other jurisdiction of
incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
         
200 Harvard Mill Square, Suite 210
Wakefield, Massachusetts 01880
(Address of Principal Executive Offices) (Zip Code)
 
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 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 3, 2015, Edgewater Technology, Inc., (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).  A copy of the press release issued by the Company in connection with the Annual Meeting is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

At the Annual Meeting, the Company’s stockholders voted:
 
 
1.
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;
 
 
2.
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;
 
 
3.
to approve (on a nonbinding, advisory basis) named executive officer compensation; and

 
4.
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.

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


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.
 
Exhibit Number
Description of Exhibit
   
99.1 
Edgewater Technology, Inc. Press Release dated June 4, 2015.
   
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 4, 2015
 
   
EDGEWATER TECHNOLOGY, INC.
 
       
    By:
/s/ Timothy R. Oakes
 
    Name:
Timothy R. Oakes
 
    Title:
Chief Financial Officer
 
   
(Principal Financial and Accounting Officer)
 
 


 
 

EX-99.1 2 exh_991.htm EXHIBIT 99.1 Edgewater Holds 2015 Annual Stockholders' Meeting

Exhibit 99.1

Edgewater Holds 2015 Annual Stockholders' Meeting

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:

  • To elect six directors to serve until the 2016 Annual Meeting of Stockholders;
  • 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;
  • To approve (on a non-binding advisory basis) named executive officer compensation;
  • To ratify the appointment of BDO USA, LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2015; and
  • To transact any other business that may properly come before the Annual Meeting.

The elected six board members include:

  • Shirley Singleton, Chairman, President and CEO of Edgewater;
  • Paul Flynn, Executive Vice President and Commercial Loan Officer of People's United Bank;
  • 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
  • Wayne Wilson, former President and COO of PC Connection, Inc.

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
EX-99.2 3 exh_992.htm EXHIBIT 99.2 exh_992.htm
Exhibit 99.2
Edgewater Technology, Inc.
2015 Annual Meeting
Report of Matters Voted Upon by Stockholders

1.
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”).

2.
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.

3.
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.

4.
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.

   
Number of
 
Number of Votes
 
Broker
Nominee
 
Votes “FOR”
 
“WITHHELD”
 
Non-Votes
             
Shirley Singleton
 
5,593,803
 
3,132,943
 
1,782,847
Wayne Wilson
 
4,461,927
 
4,264,819
 
1,782,847
Paul E. Flynn
 
5,613,608
 
3,113,138
 
1,782,847
Paul Guzzi
 
5,608,090
 
3,118,656
 
1,782,847
Nancy L. Leaming
 
5,576,800
 
3,149,946
 
1,782,847
Michael Loeb
 
5,609,525
 
3,117,221
 
1,782,847

5.
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.

Votes
“FOR”
 
Votes
“AGAINST”
 
Votes “ABSTAINING”
 
Broker
Non-Votes
             
8,307,187
 
416,217
 
3,342
 
1,782,847
 
 
 

 
6.
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.

Votes
“FOR”
 
Votes
“AGAINST”
 
Votes “ABSTAINING”
 
Broker
Non-Votes
             
7,870,310
 
834,695
 
21,741
 
1,782,847

7.
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.

Votes
“FOR”
 
Votes
“AGAINST”
 
Votes “ABSTAINING”
 
Broker
Non-Votes
             
10,169,166
 
326,890
 
13,537
 
0