Form 8-K

Date: June 19, 2014

THE CORPORATE EXECUTIVE BOARD COMPANY

/s/ Richard S. Lindahl

Richard S. Lindahl

Chief Financial Officer

0001193125-14-242513.txt : 20140626 0001193125-14-242513.hdr.sgml : 20140626 20140619170134 ACCESSION NUMBER: 0001193125-14-242513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140619 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140619 DATE AS OF CHANGE: 20140619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE EXECUTIVE BOARD CO CENTRAL INDEX KEY: 0001066104 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 522056410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34849 FILM NUMBER: 14930920 BUSINESS ADDRESS: STREET 1: 1919 NORTH LYNN ST. CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 5713033000 MAIL ADDRESS: STREET 1: 1919 NORTH LYNN ST. CITY: ARLINGTON STATE: VA ZIP: 22209 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE ADVISORY BOARD CO DATE OF NAME CHANGE: 19980716 8-K 1 d744197d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 19, 2014

THE CORPORATE EXECUTIVE BOARD COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-34849

52-2056410

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1919 North Lynn Street,

Arlington, Virginia

22209

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (571) 303-3000

N/A

(Former name or former address, if changed since last report.)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 19, 2014, The Corporate Executive Board Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), at which three proposals were presented to the Company’s stockholders for consideration. The three matters presented for consideration were: (1) election of eight directors to hold office until the next Annual Meeting of Stockholders or until their successors are named and qualified; (2) ratification of the retention of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014; and (3) approval, in an advisory vote, of the compensation of the named executive officers as disclosed by the Company. These proposals were described in detail in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities Exchange Commission on April 30, 2014. At the Annual Meeting, a total of 32,098,121 shares, or 95%, of our common stock issued and outstanding as of the record date of April 21, 2014, was represented by proxy or in person.

The final results for each of the matters submitted to the stockholders at the Annual Meeting are as follows:

Proposal 1

The nominees for election to the board of directors were elected by the stockholders by the following vote:


	For		Withheld		Broker non-votes
Thomas L. Monahan, III		30,423,822		695,718		978,581
Gregor S. Bailar		30,696,225		423,315		978,581
Stephen M. Carter		30,593,654		525,886		978,581
Gordon J. Coburn		30,563,901		555,639		978,581
L. Kevin Cox		30,833,091		286,449		978,581
Nancy J. Karch		29,395,758		1,723,782		978,581
Daniel O. Leemon		30,658,536		461,004		978,581
Jeffrey R. Tarr		30,593,857		525,683		978,581

Proposal 2

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2014 was approved by the stockholders by the following vote:


For			31,359,399
Against			736,773
Abstained			1,949

Proposal 3

Approval, in an advisory vote, of the compensation of the named executive officers as disclosed in the proxy statement.


For			29,307,439
Against			1,789,361
Abstain			22,740
Broker Non-Votes			978,581

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.