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CEB > SEC Filings for CEB > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for CORPORATE EXECUTIVE BOARD CO


17-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On June 3, 2013, The Corporate Executive Board Company (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 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, 2013; 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, 2013. At the Annual Meeting, a total of 31,919,154 shares, or 96%, of our common stock issued and outstanding as of the record date of April 18, 2013, 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     30,093,427         819,671              1,006,056
       Gregor S. Bailar           30,071,372         841,726              1,006,056
       Stephen M. Carter          29,945,503         967,595              1,006,056
       Gordon J. Coburn           29,945,400         967,698              1,006,056
       L. Kevin Cox               30,613,646         299,452              1,006,056
       Nancy J. Karch             29,283,753       1,629,345              1,006,056
       Daniel O. Leemon           30,739,464         173,634              1,006,056
       Jeffrey R. Tarr            29,945,250         967,848              1,006,056

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,
2013 was approved by the stockholders by the following vote:



                             For           30,572,135
                             Against        1,344,364
                             Abstained          2,655

Proposal 3

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



                         For                  30,697,486
                         Against                 136,640
                         Abstain                  78,972
                         Broker Non-Votes      1,006,056


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