Attached files
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| EX-99 - EXHIBIT 99.1 - EDGEWATER TECHNOLOGY INC/DE/ | exh_991.htm |
| EX-99 - EXHIBIT 99.2 - EDGEWATER TECHNOLOGY INC/DE/ | exh_992.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 8, 2011
EDGEWATER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-20971
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71-0788538
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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20 Harvard Mill Square
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Wakefield, Massachusetts 01880
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (781) 246-3343
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 8, 2011, Edgewater Technology, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the press release issued by the Company in connection with the Annual Meeting is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.
At the Annual Meeting, the Company’s stockholders voted:
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1.
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to elect the seven (7) candidates listed as nominees in the Company’s Proxy Statement dated April 25, 2011 (the “Proxy Statement”), who are Paul Flynn, Paul Guzzi, Nancy Leaming, Michael Loeb, Daniel O’Connell, Shirley Singleton and Wayne Wilson, and who will serve until the Company’s 2012 Annual Meeting or until their successors are duly elected and qualified;
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2.
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to approve the proposed amendment to the Edgewater Technology, Inc. 2008 Employee Stock Purchase Plan to increase the authorized shares under the Plan from 500,000 to 1,200,000;
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3.
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to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement;
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4.
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to approve, on an advisory basis, the holding of an advisory vote on executive compensation every year; and
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5.
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to ratify the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
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The voting results are set forth in Exhibit 99.2 and are incorporated herein by reference.
After taking into consideration the voting results of Proposal No. 4 above, the Company’s Board of Directors determined, until the next advisory vote on the frequency of holding advisory votes on executive compensation, to hold an advisory vote on executive compensation every year.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit Number
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Description of Exhibit |
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99.1
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Edgewater Technology, Inc. Press Release dated June 10, 2011.
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99.2
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Report of Matters Voted Upon by Stockholders.
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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.
Dated: June 10, 2011
| EDGEWATER TECHNOLOGY, INC. | |||
| By: |
/s/ Timothy R. Oakes
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| Name: |
Timothy R. Oakes
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| Title: |
Chief Financial Officer
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(Principal Financial and Accounting Officer)
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