- Current report filing (8-K)
June 15 2010 - 11:23AM
Edgar (US Regulatory)
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 10, 2010
THE CORPORATE EXECUTIVE BOARD
COMPANY
(Exact name of registrant as
specified in its charter)
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Delaware
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000-24799
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52-2056410
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1919 North Lynn Street,
Arlington, Virginia
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22209
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(571) 303-3000
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N/A
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(Former name or former address if changed since last report.)
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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))
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Item 5.07. Submission of
Matters to a Vote of Security Holders.
On June 10, 2010, The Corporate
Executive Board Company (the “Company”) held its Annual Meeting of
Stockholders (the “Annual Meeting”), at which two proposals were
presented to the Company’s stockholders for consideration. The two
matters presented for consideration were: (1) the election of seven
directors to hold office until the next Annual Meeting of Stockholders or until
their successors are named and qualified, and (2) a proposal to ratify the
retention of Ernst & Young LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2010.
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, 2010. At the Annual Meeting, a total of 32,456,189
shares, or 95%, of our common stock issued and outstanding as of the record
date of April 16, 2010, was represented by proxy or in person.
Proposal 1
The nominees for election to
the Board
of Directors were elected by the stockholders by the following vote:
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For
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Authority Withheld
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Broker Non-Vote
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Thomas L. Monahan III
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29,878,078
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983,137
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1,594,974
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Gregor S. Bailar
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30,653,043
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208,172
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1,594,974
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Stephen M. Carter
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29,959,450
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901,765
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1,594,974
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Gordon J. Coburn
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29,854,134
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1,007,081
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1,594,974
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Nancy J. Karch
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30,648,623
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212,592
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1,594,974
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David W. Kenny
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29,649,661
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1,211,554
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1,594,974
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Daniel O. Leemon
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30,758,951
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102,264
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1,594,974
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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, 2010 was approved by
the stockholders by the following vote:
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For
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Against
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Abstained
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31,893,374
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558,005
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4,810
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2
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.
T
he
C
orporate
E
xecutive
B
oard
C
ompany
(Registrant)
Date: June 15, 2010
By:
/s/ Richard S.
Lindahl
Richard S. Lindahl
Chief Financial Officer
3
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