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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/20 Forrester Research, Inc. 10-K 12/31/19 111:17M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K 10-K for FY 2019 HTML 1.20M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-21 Subsidiaries List HTML 36K
4: EX-23.1 Consent of Experts or Counsel HTML 33K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
107: R1 Document and Entity Information HTML 97K
43: R2 Consolidated Balance Sheets HTML 117K
31: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K
69: R4 Consolidated Statements of Income (Loss) HTML 102K
103: R5 Consolidated Statements of Comprehensive Income HTML 57K
(Loss)
39: R6 Consolidated Statement of Shareholders' Equity HTML 87K
28: R7 Consolidated Statements of Cash Flows HTML 152K
67: R8 Consolidated Statements of Cash Flows HTML 36K
(Parenthetical)
109: R9 Summary of Significant Accounting Policies HTML 334K
77: R10 Acquisitions HTML 147K
89: R11 Goodwill and Other Intangible Assets HTML 186K
54: R12 Debt HTML 80K
19: R13 Non-Marketable Investments HTML 38K
76: R14 Fair Value Measurements HTML 179K
88: R15 Leases HTML 86K
53: R16 Income Taxes HTML 332K
18: R17 Stockholders' Equity HTML 163K
75: R18 Employee Pension Plans HTML 36K
90: R19 Derivatives and Hedging HTML 40K
48: R20 Operating Segment and Enterprise Wide Reporting HTML 536K
38: R21 Certain Balance Sheet Accounts HTML 121K
74: R22 Summary Selected Quarterly Financial Data HTML 124K
(Unaudited)
111: R23 Subsequent Events HTML 36K
47: R24 Summary of Significant Accounting Policies HTML 397K
(Policies)
37: R25 Summary of Significant Accounting Policies HTML 268K
(Tables)
73: R26 Acquisitions (Tables) HTML 142K
110: R27 Goodwill and Other Intangible Assets (Tables) HTML 186K
49: R28 Debt (Tables) HTML 73K
36: R29 Fair Value Measurements (Tables) HTML 179K
15: R30 Leases (Tables) HTML 90K
51: R31 Income Taxes (Tables) HTML 317K
91: R32 Stockholders' Equity (Tables) HTML 158K
78: R33 Operating Segment and Enterprise Wide Reporting HTML 538K
(Tables)
16: R34 Certain Balance Sheet Accounts (Tables) HTML 125K
52: R35 Summary Selected Quarterly Financial Data HTML 121K
(Unaudited) (Tables)
92: R36 Summary of Significant Accounting Policies - HTML 150K
Additional Information (Detail)
79: R37 Summary of Significant Accounting Policies - HTML 54K
Future Contractual Obligations for Operating
Leases (Detail)
17: R38 Summary of Significant Accounting Policies - HTML 52K
Summary of End-of-period Cash and Cash Equivalents
and Cash, Cash Equivalents and Restricted Cash
from Financial Statements (Detail)
50: R39 Summary of Significant Accounting Policies - HTML 68K
Schedule of Components of Accumulated Other
Comprehensive Income (Loss) (Detail)
33: R40 Summary of Significant Accounting Policies - HTML 42K
Schedule of Components of Accumulated Other
Comprehensive Income (Loss) (Parenthetical)
(Detail)
45: R41 Summary of Significant Accounting Policies - HTML 40K
Additional Information1 (Detail)
101: R42 Summary of Significant Accounting Policies - HTML 45K
Summary of Stock-Based Compensation Expense
Recorded in Expense Categories (Detail)
64: R43 Summary of Significant Accounting Policies - HTML 49K
Shares Subject to Employee Stock Purchase Plan
Valuation Assumptions (Detail)
34: R44 Summary of Significant Accounting Policies - HTML 50K
Depreciation and Amortization of Property and
Equipment, Useful Life (Detail)
46: R45 Summary of Significant Accounting Policies - HTML 48K
Amortization of Intangible Assets, Useful Life
(Detail)
102: R46 Summary of Significant Accounting Policies - HTML 45K
Schedule of Basic and Diluted Weighted Average
Common Shares (Detail)
65: R47 Acquisitions - Additional Information (Detail) HTML 105K
35: R48 Acquisitions - Summary of Fair Value of Aggregate HTML 52K
Consideration Paid or Payable (Detail)
44: R49 Acquisitions - Summary of Fair Value of Aggregate HTML 73K
Consideration Paid or Payable (Parenthetical)
(Detail)
61: R50 Acquisitions - Summary of Allocation of Purchase HTML 89K
Price to Fair Value of Assets Acquired and
Liabilities Assumed (Detail)
26: R51 Acquisitions - Summary of Allocation of Purchase HTML 75K
Price to Fair Value of Assets Acquired and
Liabilities Assumed (Parenthetical) (Detail)
81: R52 Acquisitions - Schedule of Unaudited Pro Forma HTML 40K
Financial Information (Detail)
94: R53 Goodwill and Other Intangible Assets - Additional HTML 60K
Information (Detail)
60: R54 Goodwill and Other Intangible Assets - Summary of HTML 53K
Goodwill by Segment and Changes in Carrying Amount
of Goodwill (Detail)
25: R55 Goodwill and Other Intangible Assets - Summary of HTML 52K
Intangible Assets (Detail)
80: R56 Goodwill and Other Intangible Assets - Summary of HTML 51K
Estimated Intangible Assets Amortization Expense
(Detail)
93: R57 Debt - Additional Information (Detail) HTML 86K
62: R58 Debt - Schedule of Maturities of Long-term Debt HTML 55K
(Detail)
24: R59 Debt - Summary of Company's Total Outstanding HTML 48K
Borrowings (Detail)
71: R60 Debt - Summary of Company's Total Outstanding HTML 49K
Borrowings (Parenthetical) (Detail)
105: R61 Non-Marketable Investments - Additional HTML 46K
Information (Detail)
41: R62 Fair Value Measurements - Summary of Company's HTML 63K
Fair Value Hierarchy for its Financial Assets and
Liabilities (Detail)
30: R63 Fair Value Measurements - Summary of Company's HTML 42K
Fair Value Hierarchy for its Financial Assets and
Liabilities (Parenthetical) (Detail)
70: R64 Fair Value Measurements - Summary of Changes in HTML 51K
the Fair Value of Level 3 Contingent Consideration
(Detail)
104: R65 Fair Value Measurements - Summary of Changes in HTML 48K
the Fair Value of Level 3 Contingent Consideration
(Parenthetical) (Detail)
40: R66 Leases - Summary of Components of Lease Expense HTML 45K
(Detail)
29: R67 Leases - Summary of Additional Lease Information HTML 43K
(Detail)
66: R68 Leases - Summary of Future Minimum Lease Payments HTML 52K
Under Non-Cancellable Leases (Detail)
108: R69 Leases - Summary of Lease Balances (Detail) HTML 43K
98: R70 Leases - Additional Information (Detail) HTML 39K
83: R71 Income Taxes - Income Before Income Taxes (Detail) HTML 43K
21: R72 Income Taxes - Components of the Income Tax HTML 65K
Expense (Benefit) (Detail)
56: R73 Income Taxes - Reconciliation of the Federal HTML 73K
Statutory Rate (Detail)
99: R74 Income Taxes - Additional Information (Detail) HTML 97K
84: R75 Income Taxes - Components of Deferred Income Taxes HTML 77K
(Detail)
22: R76 Income Taxes - Summary of Changes in Deferred Tax HTML 45K
Valuation Allowance (Detail)
57: R77 Income Taxes - Reconciliation of Unrecognized Tax HTML 43K
Benefits (Detail)
96: R78 Stockholders' Equity - Additional Information HTML 131K
(Detail)
87: R79 Stockholders' Equity - Schedule of Restricted HTML 58K
Stock Unit Activity (Detail)
97: R80 Stockholders' Equity - Schedule of Stock Option HTML 81K
Activity (Detail)
82: R81 Stockholders' Equity - Summary of Shares Purchased HTML 40K
by Employees Under the Stock Purchase Plan
(Detail)
20: R82 Employee Pension Plans - Additional Information HTML 36K
(Detail)
55: R83 Derivatives and Hedging - Additional Information HTML 61K
(Detail)
100: R84 Operating Segment and Enterprise Wide Reporting - HTML 128K
Schedule of Information about Reportable Segments,
Disaggregation of Revenue by Product (Detail)
85: R85 Operating Segment and Enterprise Wide Reporting - HTML 48K
Schedule of Net Long-lived Tangible Assets by
Location (Detail)
23: R86 Operating Segment and Enterprise Wide Reporting - HTML 64K
Schedule of Revenues by Geographic Destination,
Based on Location Products and Services and as a
Percentage of Total Revenues (Detail)
58: R87 Certain Balance Sheet Accounts - Summary of HTML 52K
Property and Equipment (Detail)
95: R88 Certain Balance Sheet Accounts - Additional HTML 36K
Information (Detail)
86: R89 Certain Balance Sheet Accounts - Summary of HTML 47K
Accrued Expenses and Other Current Liabilities
(Detail)
72: R90 Certain Balance Sheet Accounts - Summary of HTML 46K
Non-Current Liabilities (Detail)
106: R91 Certain Balance Sheet Accounts - Summary of HTML 42K
Allowance for Doubtful Accounts (Detail)
42: R92 Summary Selected Quarterly Financial Data - HTML 58K
Summary of Selected Consolidated Quarterly
Financial Data (Unaudited) (Detail)
32: R93 Summary Selected Quarterly Financial Data - HTML 43K
Additional Information (Detail)
68: R94 Subsequent Events - Additional Information HTML 59K
(Detail)
59: XML IDEA XML File -- Filing Summary XML 210K
27: EXCEL IDEA Workbook of Financial Reports XLSX 132K
9: EX-101.INS XBRL Instance -- forr-20191231 XML 5.53M
11: EX-101.CAL XBRL Calculations -- forr-20191231_cal XML 313K
12: EX-101.DEF XBRL Definitions -- forr-20191231_def XML 917K
13: EX-101.LAB XBRL Labels -- forr-20191231_lab XML 1.83M
14: EX-101.PRE XBRL Presentations -- forr-20191231_pre XML 1.52M
10: EX-101.SCH XBRL Schema -- forr-20191231 XSD 233K
63: ZIP XBRL Zipped Folder -- 0001564590-20-010647-xbrl Zip 291K
EXHIBIT 4.2
DESCRIPTION OF REGISTRANT’S
COMMON STOCK REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2019, Forrester Research, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): shares of Common Stock, $0.01 par value per share (the “Common Stock”).
Description of Common Stock
The following summary description sets forth some of the general terms and provisions of the Common Stock. Because this is a summary description, it does not contain all of the information that may be important to you. It is subject to and qualified in its entirety by reference to the Company’s Restated Certificate of Incorporation and and Amendments thereto (the “Restated Certificate of Organization”) and the Company’s Amended and Restated Bylaws (the “Bylaws”), each of which is an exhibit to the Annual Report on Form 10-K of which this description is a part.
Authorized Capital Shares
The authorized capital stock of the Company consists of 125,000,000 shares of Common Stock, and 500,000 shares of Preferred Stock, $0.01 per share (the “Preferred Stock”), which may be issued in one or more series. The outstanding shares of our Common Stock are fully paid and nonassessable. The rights, privileges and preferences of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock which the Company may designate and issue in the future. There are no shares of Preferred Stock currently outstanding.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters voted on by stockholders of the Company, including the election of directors. Holders of Common Stock do not have cumulative voting rights. The Company has a declassified Board of Directors and the Restated Certificate of Incorporation provides for one-year terms for each director. All nominees will stand for election or re-election at each annual meeting of stockholders of the Company. Accordingly, a majority of the shares of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of Common Stock may not act by unanimous written consent in lieu of a meeting.
Dividend Rights
Subject to the preferential rights of holders of Preferred Stock outstanding, if any, the holders of Common Stock are entitled to receive dividends, if any, when and as declared from time to time by the Board of Directors of the Company in its discretion, out of assets legally available for the payment of dividends.
Liquidation Rights
Upon the liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets of the Company available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding Preferred Stock.
The Common Stock is not redeemable or exchangeable, is not subject to sinking fund provisions, does not have any conversion rights and is not subject to call. Holders of Common Stock have no preemptive rights to maintain their percentage of ownership in future offerings or sales of stock of the Company.
Listing
The Common Stock is traded on The Nasdaq Global Select Market under the trading symbol “FORR.”
Preferred Stock
The Board of Directors of the Company is authorized, subject to certain limitations prescribed by law, without further approval of the holders of Common Stock, to issue from time to time up to an aggregate of 500,000 shares of Preferred Stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each such series thereof, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of such series. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change of control of the Company and may adversely affect the market price of the Common Stock and the voting and other rights of the holders of Common Stock.
Delaware Law
Section 203 of the General Corporation Law of Delaware prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder", other than an "interested stockholder" who is an "interested stockholder" at the time the corporation becomes subject to Section 203, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes mergers, asset sales, and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation's voting stock. The Restated Certificate of Organization provides that the Company will not be subject to the provisions of Section 203.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/20 | 8-K | ||
| For Period end: | 12/31/19 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/24 Forrester Research, Inc. 10-K 12/31/23 108:14M Donnelley … Solutions/FA 8/09/23 Forrester Research, Inc. S-8 8/09/23 4:84K Donnelley … Solutions/FA 3/10/23 Forrester Research, Inc. 10-K 12/31/22 111:19M Donnelley … Solutions/FA 3/10/22 Forrester Research, Inc. 10-K 12/31/21 113:18M Donnelley … Solutions/FA 3/11/21 Forrester Research, Inc. 10-K 12/31/20 111:18M ActiveDisclosure/FA 6/24/20 SEC UPLOAD¶ 7/23/20 2:39K Forrester Research, Inc. 6/11/20 SEC UPLOAD¶ 7/23/20 2:43K Forrester Research, Inc. |