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ABCO > SEC Filings for ABCO > Form 8-K on 10-Sep-2013All Recent SEC Filings

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Form 8-K for ADVISORY BOARD CO


10-Sep-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 5, 2013, the stockholders of The Advisory Board Company (the "Company") voted at the Company's 2013 annual meeting of stockholders (the "2013 annual meeting") to approve (1) an amendment to The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (the "Incentive Plan") to increase the total number of shares of the Company's common stock issuable under the Incentive Plan by 2,125,000 shares from 4,610,000 shares to 6,735,000 shares, (2) an amendment to the Incentive Plan to increase the maximum term for stock option and freestanding stock appreciation rights awards under the Incentive Plan from five years to seven years, effective for awards granted from and after stockholder approval of the amendment at the 2013 annual meeting, and
(3) the material terms for payment of performance-based compensation under the Incentive Plan as required by Section 162(m) of the Internal Revenue Code. The Incentive Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, any of which may be performance-based, and for incentive bonuses, which may be paid in cash or stock or a combination thereof, to officers and other employees of the Company and its subsidiaries, as well as to certain directors and service providers. The Company's Board of Directors approved the foregoing amendments and the Section 162(m) performance-based compensation terms on July 19, 2013, subject to stockholder approval at the 2013 annual meeting.

A copy of the Incentive Plan, as amended by the amendments and incorporating the
Section 162(m) performance-based compensation terms described above, is filed as Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02. The material terms of the Incentive Plan are described in the Company's definitive proxy statement on Schedule 14A for the 2013 annual meeting filed with the Securities and Exchange Commission on July 26, 2013.



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

(a) The Company held its 2013 annual meeting on September 5, 2013. At the 2013 annual meeting, the Company's stockholders voted on four proposals. The proposals are described in the Company's definitive proxy statement on Schedule 14A for the 2013 annual meeting filed with the Securities and Exchange Commission on July 26, 2013.

(b) The final voting results with respect to each proposal voted upon at the 2013 annual meeting are set forth below.

Proposal 1

The Company's stockholders elected by a plurality of the votes cast each of the
ten nominees named in the proxy statement to the Board of Directors for a
one-year term expiring at the Company's 2014 annual meeting of stockholders or
until their respective successors are duly elected and qualified or until their
earlier resignation or removal, as set forth below:



         Name of Director Nominee      For       Withheld    Broker Non-Votes
         Robert W. Musslewhite      32,741,493    967,286       1,019,905
         Sanju K. Bansal            33,438,409    270,370       1,019,905
         David L. Felsenthal        33,133,968    574,811       1,019,905
         Peter J. Grua              33,480,028    228,751       1,019,905
         Nancy Killefer             33,541,126    167,653       1,019,905
         Kelt Kindick               33,160,496    548,283       1,019,905
         Mark R. Neaman             33,438,809    269,970       1,019,905
         Leon D. Shapiro            33,479,763    229,016       1,019,905
         Frank J. Williams          29,823,724   3,885,055      1,019,905
         LeAnne M. Zumwalt          33,117,245    591,534       1,019,905

There were no abstentions in the election of directors.


Proposal 2

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending March 31, 2014, as set forth below:

For Against Abstentions 34,094,732 571,713 62,239

There were no broker non-votes with respect to this proposal.

Proposal 3

The Company's stockholders approved amendments to the Incentive Plan to increase the number of shares issuable under the Incentive Plan and the maximum term for stock option and stock appreciation rights awards under the Incentive Plan, and approved the material terms for payment of performance-based compensation under the Incentive Plan as required by Section 162(m) of the Internal Revenue Code, as set forth below:

For Against Abstentions Broker Non-Votes 25,511,073 7,144,296 1,053,410 1,019,905

Proposal 4

The Company's stockholders approved, by a non-binding, advisory vote, the Company's named executive officer compensation as described in the proxy statement for the 2013 annual meeting, as set forth below:

For Against Abstentions Broker Non-Votes 32,795,184 783,996 129,599 1,019,905



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following document is filed as an exhibit to this report:

Exhibit
Number                              Description of Exhibit

10.1         The Advisory Board Company Amended and Restated 2009 Stock Incentive
             Plan. Incorporated by reference to Appendix A to the Definitive Proxy
             Statement of the Advisory Board Company filed on Schedule 14A with
             the Securities and Exchange Commission on July 26, 2013.


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