EX-99.2 3 dex992.htm REPORT OF MATTERS VOTED UPON BY STOCKHOLDERS. Report of Matters Voted Upon by Stockholders.

Exhibit 99.2

Edgewater Technology, Inc.

2008 Annual Meeting

Report of Matter Voted Upon by Stockholders

 

1. The 2008 Annual Meeting of Stockholders of Edgewater Technology, Inc. (the “Company) was held at the Hilton Boston Logan Airport, One Hotel Drive, Boston, Massachusetts, on June 11, 2008 commencing at 10:00 a.m. pursuant to notice properly given (the “Annual Meeting”).

 

2. At the close of business on April 23, 2008, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 13,378,660 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 12,350,361, or 92%, 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.

 

Nominee

   Number of
Votes “FOR”
   Number of Votes
“WITHHELD”

Clete T. Brewer

   11,756,123    594,238

Paul E. Flynn

   11,971,244    379,117

Paul Guzzi

   12,149,501    200,860

Nancy L. Leaming

   11,970,404    379,957

Michael Loeb

   11,852,170    498,191

Shirley Singleton

   12,023,719    326,642

Barry B. White

   11,970,623    379,738

Wayne Wilson

   11,970,605    379,756

 

5. The following table states the tally of the votes cast on the proposed Edgewater Technology, Inc. 2008 Employee Stock Purchase Plan.

 

Votes
“FOR”
  Votes “AGAINST”   Votes “ABSTAINING”   Broker
Non-Votes
10,580,197   378,531   37,822   1,353,811


6. The following table states the tally of the votes cast on the proposed Edgewater Technology, Inc. 2008 Omnibus Incentive Plan.

 

Votes
“FOR”
  Votes “AGAINST”   Votes “ABSTAINING”   Broker
Non-Votes
5,612,357   5,345,641   38,552   1,353,811

 

7. The following table states the tally of the votes cast on the proposed Edgewater Technology, Inc. 2008 Interim Incentive Plan.

 

Votes
“FOR”
  Votes “AGAINST”   Votes “ABSTAINING”   Broker
Non-Votes
8,842,688   2,117,518   36,344   1,353,811

 

8. 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, 2008.

 

Votes
“FOR”
  Votes “AGAINST”   Votes “ABSTAINING”   Broker
Non-Votes
12,020,831   260,135   69,395   0

It should be noted that both the Edgewater Technology, Inc. 2008 Omnibus Incentive Plan (the “2008 Omnibus Plan”) and the Edgewater Technology, Inc. 2008 Interim Incentive Plan were approved by the stockholders of the Company. Given this outcome, and as noted in the Proxy Statement, we will proceed only with the use of 2008 Omnibus Plan, which will now become effective.