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8-K - FORM 8-K - EDGEWATER TECHNOLOGY INC/DE/f8k_061011.htm
EX-99 - EXHIBIT 99.1 - EDGEWATER TECHNOLOGY INC/DE/exh_991.htm
Exhibit 99.2

Edgewater Technology, Inc.
2011 Annual Meeting
Report of Matter Voted Upon by Stockholders

1.  
The 2011 Annual Meeting of Stockholders of Edgewater Technology, Inc. (the “Company) was held at the Sheraton Colonial Boston North Hotel & Conference Center, One Audubon Road, Wakefield, Massachusetts, on June 8, 2011 commencing at 10:00 a.m. pursuant to notice properly given (the “Annual Meeting”).

2.  
 At the close of business on April 11, 2011, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 12,463,364 shares of common stock, $0.01 par value.  Each of the outstanding shares was entitled to one vote on the matters to come before the Annual Meeting.

3.  
At the Annual Meeting, 10,885,501, or 87%, of the Company’s issued and outstanding shares of common stock were represented in person or by proxy, constituting a quorum.

4.  
At the Annual Meeting, each of the following nominees for director received the respective number of votes set forth opposite his or her name, constituting a plurality of the votes cast, and was duly elected as a director of the Company.

   
Number of
 
Number of Votes
 
Broker
Nominee
 
Votes “FOR”
 
“WITHHELD”
 
Non-Votes
 
           
Shirley Singleton
 
7,833,952
 
  45,157
 
3,006,392
Paul E. Flynn
 
7,816,924
 
  62,185
 
3,006,392
Paul Guzzi
 
7,816,220
 
  62,889
 
3,006,392
Nancy L. Leaming
 
7,811,890
 
  67,219
 
3,006,392
Michael Loeb
 
7,720,231
 
158,878
 
3,006,392
Daniel O’Connell
 
7,816,277
 
  62,832
 
3,006,392
Wayne Wilson
 
7,814,446
 
  64,663
 
3,006,392

5.  
The following table states the tally of the votes cast 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.

Votes
“FOR”
 
Votes
“AGAINST”
 
Votes “ABSTAINING”
 
Broker
Non-Votes
             
7,588,253
 
288,411
 
2,445
 
3,006,392


 
 

 

6.  
The following table states the tally of the votes cast with respect to the advisory vote to approve the Company’s executive compensation.

Votes
“FOR”
 
Votes
“AGAINST”
 
Votes “ABSTAINING”
 
Broker
Non-Votes
             
5,366,775
 
65,175
 
2,447,159
 
3,006,392

7.  
 The following table states the tally of the votes cast with respect to the advisory vote on the frequency of holding an advisory vote on executive compensation.

Votes
“1 YEAR”
 
Votes
“2 YEARS”
 
Votes
“3 YEARS”
 
“ABSTAINING”
Broker
Non-Votes
               
5,485,527
 
5,476
 
46,826
 
2,311,280
3,036,392

8.  
The following table states the tally of the votes cast to ratify the appointment, as described in the Proxy Statement, of BDO USA, LLP as Edgewater’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

Votes
“FOR”
 
Votes
“AGAINST”
 
Votes “ABSTAINING”
 
Broker
Non-Votes
             
10,864,679
 
12,765
 
8,057
 
0