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 7, 2016

 

 

The Advisory Board Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-33283   52-1468699

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2445 M Street, NW

Washington, District of Columbia

  20037
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (202) 266-5600

Not Applicable

(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 (see General Instruction A.2. below):

 

¨ 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.

(a) The Advisory Board Company (the “Company”) held its 2016 annual meeting of stockholders (the “2016 annual meeting”) on June 7, 2016. At the 2016 annual meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2016 annual meeting filed with the Securities and Exchange Commission on April 28, 2016.

(b) The final voting results with respect to each proposal voted upon at the 2016 annual meeting are set forth below.

Proposal 1

The Company’s stockholders elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting each of the nine nominees named in the proxy statement to the Board of Directors for a one-year term expiring at the Company’s 2017 annual meeting of stockholders or until their respective successors are duly elected and qualified or until their earlier resignation or removal, as set forth below:

 

Name of Director Nominee

   For    Withheld    Broker Non-
Votes

Sanju K. Bansal

   36,445,426    130,844    2,270,989

David L. Felsenthal

   36,311,061    265,209    2,270,989

Peter J. Grua

   36,449,739    126,531    2,270,989

Nancy Killefer

   31,066,665    5,509,605    2,270,989

Kelt Kindick

   30,948,850    5,627,420    2,270,989

Robert W. Musslewhite

   35,947,208    629,062    2,270,989

Mark R. Neaman

   30,992,507    5,583,763    2,270,989

Leon D. Shapiro

   36,377,527    198,743    2,270,989

LeAnne M. Zumwalt

   30,949,818    5,626,452    2,270,989

There were no abstentions in the election of directors.

Proposal 2

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2016, as set forth below:

 

For

 

Against

 

Abstentions

38,625,161   167,906   54,192

There were no broker non-votes with respect to this proposal.

Proposal 3

The Company’s stockholders approved, by a non-binding, advisory vote, the Company’s named executive officer compensation as described in the proxy statement for the 2016 annual meeting, as set forth below:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

35,855,622   660,088   60,560   2,270,989

 

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SIGNATURE

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 Advisory Board Company
Date: June 8, 2016     /s/ Michael T. Kirshbaum
    Michael T. Kirshbaum
   

Chief Financial Officer

(Duly Authorized Officer)

 

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