Forrester Research Inc

This management proposal requests stockholder approval to amend and restate Forrester’s Employee Stock Purchase Plan (ESPP) to increase the pool of shares available by 450,000 (from approximately 212,856 available as of the record date). Management frames the amendment as a retention and recruitment tool designed to align employee incentives with long-term shareholder value via payroll-deduction purchases at a discount (85% of market at beginning or end of an offering period) and a one-year post-exercise holding restriction. The Board’s rationale emphasizes attraction and retention of talent and the historical use of the plan (since 1996) with periodic prior increases approved by stockholders; the proposal is not unusual for a company that regularly uses ESPPs as a workforce incentive. Key governance considerations include potential dilution to existing shareholders (the plan increases the share reserve by 450,000 shares) and the anti-dilution/adjustment protections for corporate events described in the plan. The plan’s mechanics (six-month offering periods, $10,000 per period cap, 2–10% payroll withholding, and a one-year holding period) are standard for Section 423 ESPPs, which limits certain abuses but can concentrate benefit among participating employees. From a vote-risk perspective, the Board recommends “FOR” and the proposal requires a majority of shares present and entitled to vote; broker non-votes may affect the outcome for this matter. The plan may mildly depress EPS over time depending on participation and whether shares are new issuance versus treasury shares, but it can be accretive to employee engagement and retention which management argues supports long-term value. Investors evaluating the proposal should weigh the modest dilution against demonstrated use and the company’s stated need to retain talent, while noting that the closing stock price cited ($5.84 on March 26, 2026) implies a materiality context for the $10,000 per period cap and the number of employees participating historically. Given the Board’s recommendation, routine past approvals of similar increases, and standard ESPP terms, support from most long-term-focused investors would be expected absent unusual governance concerns.

This advisory (non-binding) management proposal asks stockholders to endorse the Company’s named executive officer compensation as disclosed in the proxy (including the Compensation Discussion and Analysis and tabular disclosures). Management argues the program is pay-for-performance focused, combining base salary with cash incentives and equity awards tied to multi-year or performance-based vesting, and that bonuses are subject to minimum thresholds and caps and use multiple metrics (CV bookings and modified operating income) to determine payouts. The Board’s request for approval functions as a governance signal and a means for the Compensation and Nominating Committee to gauge stockholder sentiment, although the vote does not compel any mandatory action. Company-specific context includes a CEO who is a large shareholder (~39% ownership) and whose compensation structure and historic reduction/reinstatement of salary in 2023–2025 may affect perceptions of alignment; the Company also reported high prior say-on-pay support (99% in 2025), which the committee cites in its decision-making. From an investor assessment perspective, the program’s mix and performance measures appear conventional and aligned with stated objectives, but investors may evaluate the design details (caps, metric selection, relative weighting, use of PSUs and options) and outcomes (actual payouts given 2025 performance) when deciding whether to support the advisory vote. The Board will consider the result when setting future pay, so a negative vote would likely prompt engagement and potential changes by the committee rather than immediate automatic actions. Given the non-binding nature, investors generally treat this vote as a reputational check on pay practices; consistent high approval in prior years suggests low near-term governance risk absent new controversies. Overall, the proposal is routine but important for stewardship: it communicates stockholder views on compensation policy and incentivizes the committee to adjust plan mechanics if material dissent arises.