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): April 2, 2020
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) | (I.R.S. Employer Identification Number) |
60 Acorn Park Drive
Cambridge, Massachusetts 02140
(Address of principal executive offices, including zip code)
(617) 613-6000
(Registrant’s telephone number including area code)
N/A
(Former Name or Former Address, if Changes 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 13-4(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
Mack Brothers, the Company’s Chief Product Officer, has informed the Company that he will be resigning effective April 17, 2020 for personal reasons.
| Item 7.01. | Regulation FD Disclosures. |
On April 2, 2020, Forrester Research, Inc. issued a press release providing an update on its events scheduled during the first half of 2020, as well as the related estimated impact on certain financial measures. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information under this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information or exhibits be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of Exhibit 99.1 attached hereto is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 |
Press Release dated April 2, 2020. |
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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. | ||||
| By | /s/ Michael A. Doyle | |||
| Name: | Michael A. Doyle | |||
| Title: | Chief Financial Officer | |||
Date: April 2, 2020
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Exhibit 99.1
Forrester Provides Update On Events Planned Through Q2 2020
CAMBRIDGE, Mass., April 2, 2020 — Forrester today announced an update to its events lineup scheduled for the second quarter of 2020. Forrester previously announced that its SiriusDecisions Summit will be delivered as a virtual event. Today, the company announced that its CX Sydney and CX North America events will also be held virtually. Additionally, Forrester is canceling its Technology & Innovation conferences in Europe and Asia Pacific.
The company made these decisions after careful consideration, in light of the escalating global COVID-19 pandemic and continued travel restrictions. The health and well-being of its employees, partners, customers, and vendors remains Forrester’s top priority. The ongoing impact of COVID-19 on Forrester’s business remains difficult to project. The company is monitoring the rapidly evolving situation closely and will continue to make adjustments accordingly.
Forrester estimates that holding its second-quarter events virtually or canceling them as described above will result in a reduction in revenues of $16 million to $19 million and a reduction in operating income of $11 million to $14 million. This is Forrester’s current estimate as of the date of this announcement, and the ultimate financial impact may be affected by a number of factors, including the number of attendees and sponsors and the company’s ability to recoup certain costs for the events.
Forrester is implementing several cost-reduction measures that, if kept in place through the end of 2020, are expected to yield expense savings of at least $35 million. The programs include reductions to travel, new hiring, and employee incentive compensation programs. The company expects to update its outlook for the full year 2020 to reflect the above financial impact and the other estimated effects of COVID-19 on Forrester’s financial results during its first-quarter earnings call in early May 2020.
The company currently expects to hold all third-quarter and fourth-quarter 2020 events as planned. Please refer to the Forrester Events website for the latest status.
About Forrester
Forrester is one of the most influential research and advisory firms in the world. We work with business and technology leaders to drive customer-obsessed vision, strategy, and execution that accelerate growth. Forrester’s unique insights are grounded in annual surveys of more than 690,000 consumers and business leaders worldwide, rigorous and objective methodologies, and the shared wisdom of our most innovative clients. Through proprietary research, data and analytics, custom consulting, exclusive peer groups, certifications, and events, we are revolutionizing how businesses grow in the age of the customer; learn more at forrester.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the estimated revenue and operating income impact of canceling or holding certain events as virtual conferences, the estimated expense savings from planned cost-reduction measures, the expectation that all third-quarter and fourth-quarter events will be held as planned, and the planned update on the first-quarter earnings call. These statements are based on Forrester’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and results to differ include, among others, the number of attendees and sponsors at the virtual events and Forrester’s ability to recoup certain costs for those and the canceled events; the impact of health epidemics, including COVID-19, on Forrester’s business; Forrester’s ability to retain and enrich memberships for its research products and services; technology spending; Forrester’s ability to respond to business and economic conditions and market trends; the risks and challenges inherent in international business activities; competition and industry consolidation; the ability to attract and retain professional staff; Forrester’s dependence on key personnel; Forrester’s ability to successfully integrate businesses that it acquires; the impact of Forrester’s outstanding debt obligations; the possibility of network disruptions and security breaches; and possible variations in Forrester’s quarterly operating results. Forrester undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to Forrester’s reports and filings with the Securities and Exchange Commission.