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, 2012

 

 

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 7, 2012, 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, 2012; (3) adoption of the Company’s 2012 stock incentive plan; and (4) 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 27, 2012. At the Annual Meeting, a total of 30,647,661 shares, or 92%, of our common stock issued and outstanding as of the record date of April 13, 2012, 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

     29,021,670         612,985         1,013,006   

Gregor S. Bailar

     29,232,811         401,844         1,013,006   

Stephen M. Carter

     29,232,344         402,311         1,013,006   

Gordon J. Coburn

     29,196,766         437,889         1,013,006   

L. Kevin Cox

     29,482,553         152,102         1,013,006   

Nancy J. Karch

     26,503,334         3,131,321         1,013,006   

Daniel O. Leemon

     29,446,358         188,297         1,013,006   

Jeffrey R. Tarr

     29,232,436         402,219         1,013,006   

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, 2012 was approved by the stockholders by the following vote:

 

For

     29,865,827   

Against

     779,799   

Abstained

     2,035   

Proposal 3

The proposal to adopt the Company’s 2012 stock incentive plan was approved by the stockholders by the following vote:

 

Shares Voted For

     22,628,336   

Shares Voted Against

     7,001,183   

Shares Voted to Abstain

     5,136   

Broker Non-Votes

     1,013,006   


Proposal 4

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

 

Shares Voted For

     29,350,886   

Shares Voted Against

     278,115   

Shares Voted to Abstain

     5,654   

Broker Non-Votes

     1,013,006   


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 12, 2012    
    By:  

/s/ Richard S. Lindahl

      Richard S. Lindahl
      Chief Financial Officer