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.

 

Date: June 19, 2014     THE CORPORATE EXECUTIVE BOARD COMPANY
    By:  

/s/ Richard S. Lindahl

      Richard S. Lindahl
      Chief Financial Officer