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Form 8-K CEB Inc. For: Jun 13

June 13, 2016 4:30 PM EDT

 

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 13, 2016

 

CEB Inc.

(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:

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 13, 2016, CEB Inc. (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 nine 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, 2016; 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 29, 2016. At the Annual Meeting, a total of 30,593,783 shares were present in person or represented at the meeting by proxy, constituting more than a majority of the outstanding shares entitled to vote and a quorum. 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

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

Thomas L. Monahan III

 

 

29,085,412

 

 

 

474,149

 

 

 

40,747

 

 

 

993,475

Gregor S. Bailar

 

 

29,154,434

 

 

 

405,127

 

 

 

40,747

 

 

 

993,475

Stephen M. Carter

 

 

29,177,606

 

 

 

381,955

 

 

 

40,747

 

 

 

993,475

Gordon J. Coburn

 

 

29,103,329

 

 

 

456,172

 

 

 

40,807

 

 

 

993,475

Kathleen A. Corbet

 

 

29,437,527

 

 

 

122,034

 

 

 

40,747

 

 

 

993,475

L. Kevin Cox

 

 

29,420,655

 

 

 

138,906

 

 

 

40,747

 

 

 

993,475

Daniel O. Leemon

 

 

29,346,286

 

 

 

213,275

 

 

 

40,747

 

 

 

993,475

Stacey S. Rauch

 

 

29,190,240

 

 

 

369,321

 

 

 

40,747

 

 

 

993,475

Jeffrey R. Tarr

 

 

29,103,226

 

 

 

456,335

 

 

 

40,747

 

 

 

993,475

 

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, 2016 was approved by the stockholders by the following vote:

 

For

29,894,597

Against

658,381

Abstained

40,805

 

Proposal 3

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

 

For

27,832,149

Against

1,722,308

Abstained

45,851

Broker Non-Votes

993,475

 


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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      CEB Inc.

 

 

 

 

 

 

    (Registrant)

Date: June 13, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Richard S. Lindahl

 

 

 

 

Richard S. Lindahl

 

 

 

 

Chief Financial Officer

 



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