XML 19 R17.htm IDEA: XBRL DOCUMENT
v3.20.1

Stockholders' Equity | 12 Months Ended
--- | ---
Dec. 31, 2019
Equity [Abstract] |
Stockholders' Equity | Note 9 - Stockholders’ Equity Preferred Stock Forrester has authorized 500,000 shares of $0.01 par value preferred stock. The Board of Directors has full authority to issue this stock and to fix the voting powers, preferences, rights, qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, redemption privileges and liquidation preferences and the number of shares constituting any series or designation of such series. Treasury Stock As of December 31, 2019, Forrester’s Board of Directors has authorized an aggregate $535.0 million to purchase common stock under the Company’s stock repurchase program including $50.0 million authorized in February 2018. The shares repurchased may be used, among other things, in connection with Forrester’s equity incentive and purchase plans. As of December 31, 2019, the Company had repurchased approximately 16.3 million shares of common stock at an aggregate cost of $474.9 million. Dividends As a result of the acquisition of SiriusDecisions on January 3, 2019 (see Note 2 – Acquisitions), and the related debt incurred to fund the acquisition (see Note 4 – Debt), the Company suspended its dividends program beginning in 2019. The Company did not declare or pay any dividends in the year ended December 31, 2019. During the years ended December 31, 2018 and 2017, the Company declared and paid four quarterly dividends of $0.20 and $0.19 per share each quarter, respectively, amounting to $0.80 per share or $14.5 million and $0.76 per share or $13.6 million, respectively. Equity Plans The Company maintains the Forrester Research, Inc. Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan, which runs until May 2026, provides for the issuance of stock-based awards, including incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), and restricted stock units (“RSUs”) to purchase up to 6,350,000 shares authorized in the plan and 793,275 shares returned from prior plans. Under the terms of the Equity Incentive Plan, ISOs may not be granted at less than fair market value on the date of grant (and in no event less than par value). Options and RSUs generally vest annually over four years and options expire after 10 years. No future awards can be granted or issued under prior plans and there is a maximum amount of awards issuable under the plan to the Company’s non-employee Directors. Beginning in 2017, RSUs granted to non-employee directors vest quarterly over one year. Options and RSUs granted under the Equity Incentive Plan immediately vest upon certain events, as described in the plan. As of December 31, 2019, approximately 2.1 million shares were available for future grant of awards under the Equity Incentive Plan. As of December 31, 2019, approximately 36,000 options remain outstanding and are fully vested under prior plans. Restricted Stock Units Restricted stock units (“RSUs”) represent the right to receive one share of Forrester common stock when the restrictions lapse and the vesting conditions are met, and are valued on the date of grant based upon the value of the Company’s stock on the date of grant less the present value of dividends expected to be paid during the requisite service period. Shares of Forrester’s common stock will be delivered to the grantee upon vesting, subject to a reduction of shares for payment of withholding taxes. The weighted average grant date fair value for RSUs granted in 2019, 2018, and 2017 was $43.84, $43.71 and $39.73, respectively. The value of RSUs vested and converted to common stock, based on the value of Forrester’s common stock on the date of vesting, was $8.2 million, $9.1 million and $8.7 million during 2019, 2018, and 2017, respectively. RSU activity for the year ended December 31, 2019 is presented below (in thousands, except per share data):
|  |  |  |  |  | Weighted- |
|  |  |  |  |  | Average |
|  | Number of |  |  | Grant Date |
|  | Shares |  |  | Fair Value |
Unvested at December 31, 2018 |  |  | 497 |  |  | $ | 40.89 |
Granted |  |  | 436 |  |  |  | 43.84 |
Vested |  |  | (193 | ) |  |  | 39.55 |
Forfeited |  |  | (84 | ) |  |  | 43.24 |
Unvested at December 31, 2019 |  |  | 656 |  |  | $ | 42.94 |
Stock Options Stock option activity for the year ended December 31, 2019 is presented below (in thousands, except per share data and contractual term):
|  |  |  |  |  | Weighted - |  |  | Weighted - |  |  |  |  |
|  |  |  |  |  | Average |  |  | Average |  |  |  |  |
|  |  |  |  |  | Exercise |  |  | Remaining |  |  | Aggregate |
|  | Number |  |  | Price Per |  |  | Contractual |  |  | Intrinsic |
|  | of Shares |  |  | Share |  |  | Term (in years) |  |  | Value |
Outstanding at December 31, 2018 |  |  | 583 |  |  | $ | 35.27 |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  |  | (125 | ) |  |  | 34.03 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (22 | ) |  |  | 35.38 |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2019 |  |  | 436 |  |  | $ | 35.62 |  |  |  | 3.75 |  |  | $ | 2,650 |
Exercisable at December 31, 2019 |  |  | 422 |  |  | $ | 35.62 |  |  |  | 3.67 |  |  | $ | 2,566 |
Vested and expected to vest at December 31, 2019 |  |  | 436 |  |  | $ | 35.62 |  |  |  | 3.75 |  |  | $ | 2,650 |
The total intrinsic value of options exercised during 2019, 2018, and 2017 was $1.5 million, $3.3 million and $4.5 million, respectively. Employee Stock Purchase Plan In May 2018, stockholders of the Company approved an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”), which provided for an additional 400,000 shares of common stock, par value $0.01 per share, to be granted under the plan. The Stock Purchase Plan provides for the issuance of up to 1.1 million shares of common stock and as of December 31, 2019, approximately 0.4 million shares remain available for issuance. With certain limited exceptions, all employees of Forrester whose customary employment is more than 20 hours per week, including officers and directors who are employees, are eligible to participate in the Stock Purchase Plan. Purchase periods under the Stock Purchase Plan are six months in length and commence on each successive March 1 and September 1. Stock purchased under the Stock Purchase Plan is required to be held for one year before it is able to be sold. During each purchase period the maximum number of shares of common stock that may be purchased by an employee is limited to the number of shares equal to $12,500 divided by the fair market value of a share of common stock on the first day of the purchase period. An employee may elect to have up to 10% deducted from his or her compensation for the purpose of purchasing shares under the Stock Purchase Plan. The price at which the employee’s shares are purchased is the lower of: (a) 85% of the closing price of the common stock on the day that the purchase period commences, or (b) 85% of the closing price of the common stock on the day that the purchase period terminates. Shares purchased by employees under the Stock Purchase Plan are as follows (in thousands, except per share data):
| Shares |  |  | Purchase |
Purchase Period Ended | Purchased |  |  | Price |
February 28, 2019 |  | 25 |  |  | $ | 41.82 |
August 31, 2019 |  | 35 |  |  | $ | 29.64 |
February 28, 2018 |  | 27 |  |  | $ | 34.43 |
August 31, 2018 |  | 28 |  |  | $ | 34.21 |

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration