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): September 11, 2012
The Advisory Board Company
(Exact name of registrant as specified in its charter)
| Delaware | 000-33283 | 52-1468699 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
2445 M Street, NW Washington, District of Columbia | 20037 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (202) 266-5600
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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 3.03 Material Modification to Rights of Security Holders
On September 11, 2012, the stockholders of The Advisory Board Company (the “Company”) voted at the Company’s 2012 annual meeting of stockholders to approve an amendment (the “Amendment”) to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”) which increased the number of authorized shares of common stock by 45,000,000 shares from 90,000,000 shares to 135,000,000 shares. The Board of Directors of the Company approved the Amendment on July 10, 2012. The Amendment was filed with the Secretary of State of the State of Delaware on September 12, 2012 and became effective on such date.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 3.03.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Company held its 2012 annual meeting of stockholders on September 11, 2012. At the 2012 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 2012 annual meeting filed with the Securities and Exchange Commission on July 26, 2012.
(b) The final voting results with respect to each proposal voted upon at the 2012 annual meeting are set forth below.
Proposal 1
The Company’s stockholders elected by a plurality of the votes cast each of the eight nominees named in the proxy statement to the Board of Directors for a one-year term expiring at the Company’s 2013 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:
| For | Withheld | Broker Non-Votes | ||||||||||
Sanju K. Bansal | 32,913,581 | 33,435 | 761,025 | |||||||||
Peter J. Grua | 32,557,650 | 389,366 | 761,025 | |||||||||
Kelt Kindick | 32.287,784 | 659,232 | 761,025 | |||||||||
Robert W. Musslewhite | 32,678,796 | 268,220 | 761,025 | |||||||||
Mark R. Neaman | 32,901,752 | 45,264 | 761,025 | |||||||||
Leon D. Shapiro | 32,557,249 | 389,767 | 761,025 | |||||||||
Frank J. Williams | 32,645,612 | 301,404 | 761,025 | |||||||||
LeAnne M. Zumwalt | 32,643,196 | 303,820 | 761,025 | |||||||||
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, 2013, as set forth below:
| For | Against | Abstentions | ||
| 33,182,130 | 534,432 | 1,479 |
There were no broker non-votes with respect to this proposal.
2
Proposal 3
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, as set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||
| 25,995,592 | 7,708,069 | 2,799 | 1,581 |
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 2012 annual meeting, as set forth below:
| For | Against | Abstentions | Broker Non-Votes | |||
| 32,316,021 | 623,208 | 7,787 | 761,025 |
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 | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of The Advisory Board Company | |
3
SIGNATURE
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 Advisory Board Company | ||||||
| Date: September 14, 2012 | /s/ Michael T. Kirshbaum | |||||
| Michael T. Kirshbaum | ||||||
Chief Financial Officer (Duly Authorized Officer) | ||||||
4
Exhibit | Description of Exhibit | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of The Advisory Board Company | |