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): March 2, 2016
CEB Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34849 |
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52-2056410 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1919 North Lynn Street, Arlington, Virginia |
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22209 |
(Address of principal executive offices) |
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(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:
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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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2016, the Board of Directors of CEB Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board of Directors from eight to nine members and unanimously elected Kathleen A. Corbet to fill the vacancy. Ms. Corbet was also appointed to the Audit Committee. Ms. Corbet is principal of Cross Ridge Capital, LLC (“Cross Ridge”), a firm she founded in 2008.
In connection with Ms. Corbet’s election as a director, she is to receive an award of Restricted Stock Units valued at $135,000 pursuant to the Company’s 2012 Stock Incentive Plan. The grant date of the award will be April 11, 2016, and the award will vest annually in four equal increments. Ms. Corbet will also be entitled to receive the annual cash compensation payable to the Company’s non-employee directors, as described in the Company’s definitive proxy statement for the 2015 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 30, 2015.
Ms. Corbet was not selected as a director pursuant to any arrangement or understanding between her and any other person. There are no related person transactions between the Company and Ms. Corbet required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 2, 2016, the Company issued a press release announcing the election of Ms. Corbet to the Company’s Board of Directors. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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CEB Inc.’s press release announcing the election of director. |
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.
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CEB Inc. |
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(Registrant) |
Date: March 3, 2016 |
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By: |
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/s/ Richard S. Lindahl |
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Richard S. Lindahl |
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Chief Financial Officer |
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Exhibit No. |
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Description |
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99.1 |
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CEB Inc.’s press release announcing the election of director. |
Exhibit 99.1
CONTACT: |
Leslie Tullio |
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ltullio@cebglobal.com |
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+1 (571) 303-5689 (office) |
CEB ADDS KATHLEEN A. CORBET AS INDEPENDENT DIRECTOR; EXPANDS BOARD
Tenured Financial Services Leader and Entrepreneur Deepens Company’s Technology and
Marketing Expertise
ARLINGTON, Va., March 2, 2016—CEB (NYSE:CEB), a best practice insight and technology company, today announced Ms. Kathleen A. Corbet will join its Board of Directors as an Independent Director. With Ms. Corbet as Director, the CEB Board now stands at nine.
On the appointment of Ms. Corbet, Tom Monahan, CEB Chairman & CEO said, "I believe that Kathleen will not only be a formidable addition to an already strong board and a discerning advisor to management, but also a standard-bearer for our corporate values. Her diverse leadership and governance experience spanning both the corporate and philanthropic worlds, coupled with a rich technology background, give her a unique perspective that will serve us well as we solidify CEB as a best practice insight and technology powerhouse worldwide and implement a strategy that drives value creation.”
In addition to her new role with CEB, Ms. Corbet serves as Lead Director for MassMutual Financial Group, a Fortune 100 company. She is also the founder of Cross Ridge Capital, LLC, a venture capital and management consulting firm offering services in financial and operational best practices to early stage venture companies, state and local government agencies and municipalities, and non-profit enterprises. Prior to founding Cross Ridge, Ms. Corbet served as President of Standard & Poor’s and as EVP and CEO of the Fixed Income Division at AllianceBernstein LP.
Throughout her career, Ms. Corbet has held a number of community-focused Board positions and—inspired by those experiences—ran for and was elected to serve as Town Councilman in her Connecticut hometown in 2013. She is serving a four-year term.
Ms. Corbet is active on the board of trustees for The Jackson Laboratory, a non-profit bio-medical and genetics research institute and was a member of the Boston College Board of Trustees where she served as chair of the Advancement Committee and member of the Buildings & Properties and Nominations & Governance Committees over her 13-year tenure. She now serves as Trustee Associate for the University.
About CEB
CEB is a best practice insight and technology company. In partnership with leading organizations around the globe, we develop innovative solutions to drive corporate performance. CEB equips leaders at more than 10,000 companies with the intelligence to effectively manage talent, customers, and operations. CEB is a trusted partner to nearly 90% of the Fortune 500 and FTSE 100, and more than 70% of the Dow Jones Asian Titans. More at cebglobal.com.