Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - CEB Inc. | c04743exv99w1.htm |
EX-99.2 - EX-99.2 - CEB Inc. | c04743exv99w2.htm |
EX-99.3 - EX-99.3 - CEB Inc. | c04743exv99w3.htm |
EX-14.1 - EX-14.1 - CEB Inc. | c04743exv14w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2010
THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 000-24799 | 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) |
Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
On August 5, 2010, the Board of Directors of The Corporate Executive Board Company (the Company)
authorized the transfer of the listing of the Companys common stock from NASDAQ Stock Market LLC
(NASDAQ) to the New York Stock Exchange (NYSE). On August 9, 2010, the Company notified NASDAQ
of its intention to transfer to the NYSE, which has approved the listing of the Companys common
stock. The Company anticipates that its common stock will begin trading on the NYSE under its
current ticker symbol of EXBD on or about August 20, 2010. Until that time, the Companys common
stock will continue to trade on NASDAQ under the ticker symbol EXBD.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 5, 2010, the Companys Board of Directors, upon the recommendation of the Nominating and
Corporate Governance Committee, expanded the size of the Board of Directors from seven to eight
members, accepted the resignation of David W. Kenny from the Board of Directors (effective as of
August 5, 2010), and unanimously elected L. Kevin Cox and Jeffrey R. Tarr to fill the vacancies.
Mr. Cox was also appointed to the Compensation Committee. Mr. Cox is executive vice president of
Human Resources at American Express Company, and Mr. Tarr is president and chief operating officer
at IHS Inc.
As part of Messrs. Coxs and Tarrs election as directors, each is to receive an award of 30,000
stock appreciation rights. The grant date of the awards will be September 10, 2010 in accordance
with the Companys equity award policy; the exercise price per share shall be equal to the closing
price of the Companys common stock on September 10, 2010; and the awards vest annually 25% per
year on each anniversary of the grant date.
Item 5.05 | Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of
Ethics. |
On August 5, 2010, the Companys Board of Directors approved a restated Code of Conduct (the
Code). The Code is the Companys code of conduct that applies to all employees of the Company,
including the Companys chief executive officer, chief financial officer, principal accounting
officer, and controller. The Code supersedes the Companys previous Code of Conduct and was
amended to address the Companys expanded operations; provide greater detail and clarity; and more
closely align the Code with the NYSE rules and listing standards, specifically by adding a
provision on corporate opportunities, in connection with the Companys plan to transfer the listing
of its common stock to the NYSE as detailed in Item 3.01 above. The Code is attached hereto as
Exhibit 14.1.
Item 7.01 | Regulation FD Disclosure. |
On August 6, 2010, the Company issued a press release announcing the election of Messrs. Cox and
Tarr. A copy of the Companys press release is attached hereto and furnished as Exhibit 99.1.
On August 5, 2010, the Companys Board of Directors approved a 2010 third-quarter cash dividend on
its common stock of $0.11 per share. A copy of the Companys press release is attached hereto and
furnished as Exhibit 99.2.
On August 9, 2010, the Company issued a press release announcing that it plans to transfer the
listing of its common stock from NASDAQ to the NYSE as detailed in Item 3.01 above. A copy of the
press release is attached hereto and furnished as Exhibit 99.3.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
14.1
|
Code of Conduct | |
99.1
|
The Corporate Executive Board Companys press release dated August 6, 2010 for the election of directors. | |
99.2
|
The Corporate Executive Board Companys press release dated August 6, 2010 for the dividend declaration for the third quarter of 2010 | |
99.3
|
The Corporate Executive Board Companys press release dated August 9, 2010 to transfer the listing of its common stock to the NYSE. |
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.
The Corporate Executive Board Company
(Registrant) |
||||
Date: August 11, 2010 | ||||
By: | /s/ Richard S. Lindahl | |||
Richard S. Lindahl | ||||
Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |
14.1
|
Code of Conduct | |
99.1
|
The Corporate Executive Board Companys press release dated August 6, 2010 for the election of directors. | |
99.2
|
The Corporate Executive Board Companys press release dated August 6, 2010 for the dividend declaration for the third quarter of 2010. | |
99.3
|
The Corporate Executive Board Companys press release dated August 9, 2010 to transfer the listing of its common stock to the NYSE. |