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 13, 2013

 

 

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 3, 2013, 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, 2013; 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 29, 2013. At the Annual Meeting, a total of 31,919,154 shares, or 96%, of our common stock issued and outstanding as of the record date of April 18, 2013, 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

     30,093,427         819,671         1,006,056   

Gregor S. Bailar

     30,071,372         841,726         1,006,056   

Stephen M. Carter

     29,945,503         967,595         1,006,056   

Gordon J. Coburn

     29,945,400         967,698         1,006,056   

L. Kevin Cox

     30,613,646         299,452         1,006,056   

Nancy J. Karch

     29,283,753         1,629,345         1,006,056   

Daniel O. Leemon

     30,739,464         173,634         1,006,056   

Jeffrey R. Tarr

     29,945,250         967,848         1,006,056   

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, 2013 was approved by the stockholders by the following vote:

 

For

     30,572,135   

Against

     1,344,364   

Abstained

     2,655   

Proposal 3

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

 

For

     30,697,486  

Against

     136,640  

Abstain

     78,972  

Broker Non-Votes

     1,006,056  


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

Date: June 14, 2013

    By:  

/s/ Richard S. Lindahl

      Richard S. Lindahl
      Chief Financial Officer