SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
(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 | ||
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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
(b)
The disclosure in Item 5.02(c) below is incorporated by reference into this clause (b).
(c)
As announced in the press release attached to this Current Report on Form 8-K, the Board of Directors of the Company has appointed Chris Finn to the position of Chief Financial Officer, effective September 13, 2021. Mr. Finn is currently Vice President FP&A and Global Procurement of LogMeIn, Inc, a software as a service (SaaS) company focused on unified communications and collaboration.
Prior to joining LogMeIn, from 2011 to 2015 Mr. Finn was with Nuance Communications, Inc., most recently serving as the Chief Financial Officer of its Healthcare division.
Mr. Finn, age 51, will receive annual base compensation of $410,000. He will participate in the Company’s Amended and Restated Executive Cash Incentive Plan and will be eligible for an annual target bonus of $255,000, prorated to 50% for 2021, with the actual amount of the bonus payable based on Company performance during 2021, subject to a minimum payment of $127,500 for Mr. Finn in respect of 2021. Mr. Finn will also be granted restricted stock units (RSUs) under and subject to the terms of the Company’s Amended and Restated Equity Incentive Plan (the “Plan”) on the first business day of the month following his start date, with the number of RSUs to be equal to $1,000,000 divided by the closing share price of Forrester common stock on the grant date. These RSUs will vest in four equal annual installments, with the first installment vesting on the first anniversary of the grant date and subsequent installments on each of the next three anniversary dates of the grant date thereafter. Upon a change of control of the Company, the RSUs will become fully vested prior to the change of control, unless there is an assumption, substitution or cash-out of the restricted stock units in connection with the change of control, as provided in and in accordance with the terms of the Plan.
Mr. Finn will also receive a sign-on bonus of $150,000 payable after completion of thirty days of service and will be eligible for an additional one-time executive team bonus of $50,000 if the Company achieves a certain level of contract value bookings in 2021.
Upon commencement of Mr. Finn’s employment with the Company, Scott Chouinard, who has been serving as interim Chief Financial Officer since April 1, 2021, will resume his titles of Chief Accounting Officer and Treasurer.
(e)
The disclosure in Item 5.02(c) above is incorporated by reference into this clause (e).
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated August 4, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
-2-
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/ Ryan D. Darrah | |
| Name: Ryan D. Darrah | ||
| Title: Chief Legal Officer and Secretary | ||
Date: August 4, 2021
-3-
Exhibit 99.1
Forrester Appoints LogMeIn Executive Chris Finn As New Chief Financial Officer
CAMBRIDGE, Mass., August 4, 2021 — Forrester (Nasdaq: FORR) today announced the appointment of Chris Finn as chief financial officer (CFO), effective September 13, 2021. Finn joins Forrester from LogMeIn, where he led financial planning and analysis (FP&A) and procurement as vice president. With extensive experience across all finance functions, including corporate strategy, finance operations, and investor relations, he will help the company accelerate its financial performance and achieve its goal of sustained double-digit contract value (CV) growth.
“Chris is joining Forrester at an exciting time — our CV growth engine is accelerating, our consulting and events businesses are thriving, and we just launched a new research product portfolio, Forrester Decisions,” said George F. Colony, Forrester’s chairman and chief executive officer. “Chris has tremendous experience in scaling global companies, leading mergers and acquisitions, and transforming and managing CV businesses. I am thrilled to welcome him into our already strong executive team and look forward to working with him as we continue to transform our business and drive shareholder value.”
Finn has more than 20 years of management and financial experience. At LogMeIn, a software-as-a-service company focused on unified communications and collaboration, he was responsible for FP&A and procurement, driving finance strategy and operational improvement across the organization. Prior to LogMeIn, he was the CFO of the $1 billion healthcare division at Nuance Communications. He has also held leadership positions in finance at Progress Software, First Wind, and Monster Worldwide. He is a native of the Boston area and graduated from the University of Miami in Florida. He also holds an MBA from the Questrom School of Business at Boston University.
“I am excited to join a company that is so focused on helping business and technology leaders use customer obsession to accelerate growth,” said Finn. “As CFO, I am looking forward to optimizing Forrester’s CV economic model as the company starts selling Forrester Decisions to deliver unprecedented value to clients.”
About Forrester
Forrester (Nasdaq: FORR) is one of the most influential research and advisory firms in the world. We help leaders across technology, marketing, customer experience, product, and sales functions use customer obsession to accelerate growth. Through Forrester’s proprietary research, consulting, and events, leaders from around the globe are empowered to be bold at work — to navigate change and put their customers at the center of their leadership, strategy, and operations. Our unique insights are grounded in annual surveys of more than 675,000 consumers, business leaders, and technology leaders worldwide; rigorous and objective research methodologies, including Forrester Wave™ evaluations; over 52 million real-time feedback votes; and the shared wisdom of our clients. To learn more, visit Forrester.com.
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, statements about the anticipated start date of Forrester’s new chief financial officer, the acceleration of Forrester’s financial performance and CV growth engine, and Forrester’s future financial performance and financial condition. 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, Forrester’s ability to retain and enrich memberships for its research products and services; Forrester’s ability to fulfill existing or generate new consulting engagements and advisory services; technology spending; the impact of health epidemics, including COVID-19, on Forrester’s business; Forrester’s ability to respond to business and economic conditions and market trends; the risks and challenges inherent in international business activities, including the exit of the United Kingdom from the European Union; Forrester’s ability to offer new products and services; Forrester’s dependence on key personnel; Forrester’s ability to attract and retain professional staff; the
impact of Forrester’s outstanding debt obligations; competition and industry consolidation; possible variations in Forrester’s quarterly operating results; concentration of ownership of Forrester; the possibility of network disruptions and security breaches; any failure to enforce and protect Forrester’s intellectual property rights; compliance with privacy laws; taxation risks; and any weakness in Forrester’s system of internal controls. 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.
Document and Entity Information |
Aug. 04, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001023313 |
| Document Type | 8-K |
| Document Period End Date | Aug. 04, 2021 |
| Entity Registrant Name | FORRESTER RESEARCH, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-21433 |
| Entity Tax Identification Number | 04-2797789 |
| Entity Address, Address Line One | 60 Acorn Park Drive |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02140 |
| City Area Code | (617) |
| Local Phone Number | 613-6000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $.01 Par Value |
| Trading Symbol | FORR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |