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

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

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2011, The Corporate Executive Board Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), at which four proposals were presented to the Company’s stockholders for consideration. The four 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, 2011; (3) approval, in an advisory vote, of the compensation of the named executive officers as disclosed by the Company; and (4) approval, in an advisory vote, of the frequency of future advisory votes on named executive officer compensation. 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, 2011. At the Annual Meeting, a total of 31,450,285 shares, or 91%, of our common stock issued and outstanding as of the record date of April 15, 2011, 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			29,876,936				402,463				1,170,886
Gregor S. Bailar			30,168,788				110,611				1,170,886
Stephen M. Carter			28,373,320				1,906,079				1,170,886
Gordon J. Coburn			29,292,374				987,025				1,170,886
L. Kevin Cox			28,487,899				1,791,500				1,170,886
Nancy J. Karch			26,811,791				3,467,608				1,170,886
Daniel O. Leemon			29,257,211				1,022,188				1,170,886
Jeffrey R. Tarr			29,289,624				989,775				1,170,886

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, 2011 was approved by the stockholders by the following vote:

For			30,719,651
Against			721,975
Abstained			8,659

Proposal 3

The proposal to approve, in an advisory vote, the compensation of the named executive officers was approved by the stockholders by the following vote:

For			27,897,693
Against			1,505,482
Abstained			876,224
Broker non-votes			1,170,886

Proposal 4

The Company’s shareholders voted upon a nonbinding, advisory proposal regarding the frequency of future advisory votes on the compensation of our named executive officers. The votes on this proposal were as follows:

One Year			16,513,458
Two Years			5,113,971
Three Years			7,766,556
Abstain			885,414
Broker non-votes			1,170,886

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.