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
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| Date of Report (Date of Earliest Event Reported): | | November 15, 2006 |
The Advisory Board Company
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-33283 | 52-1468699 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 2445 M Street, NW, Washington, District of Columbia | | 20037 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 202-266-5600 |
Not Applicable
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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:
[ ] 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 1.01 Entry into a Material Definitive Agreement.
At our annual meeting of stockholders held on November 15, 2006, stockholders approved the Advisory Board Company 2006 Stock Incentive Plan (the "2006 Plan"). The 2006 Plan allows certain forms of stock-based compensation and performance-based cash bonuses to eligible employees, non-employee directors and external service providers who may be selected by the Compensation Committee of the Board of Directors or the Board of Directors itself. A total of 1,200,000 shares of our common stock may be issued pursuant to awards granted under the 2006 Plan, and an additional 1,139,839 are available for grant under the Advisory Board Company 2005 Stock Incentive Plan. Each share issued under awards other than options or stock appreciation rights count against the number of shares available under the 2006 Plan as two-and-five-eighths (2.625) shares. Options may not be granted under the 2006 Plan with exercise prices lower than the market price of the underlying shares on the grant date, and options may not have a term exceeding five (5) years. No awards may be granted under the 2006 Plan after November 15, 2016, except that any award granted before then may extend beyond that date. The foregoing description of 2006 Plan terms is qualified in its entirety by reference to the actual terms of the 2006 Plan, which is attached as Exhibit 10.1 to this report. For additional information about the 2006 Plan, refer to Proposal 2 on pages 7-16 of our proxy statement on Schedule 14A for our 2006 annual meeting of stockholders, as filed with the Securities and Exchange Commission on October 17, 2006, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 The Advisory Board Company 2006 Stock Incentive Plan, as adopted on November 15, 2006
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.
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| | | The Advisory Board Company |
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| November 17, 2006 | | By: | | Thomas J. Aprahamian
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| | | | | Name: Thomas J. Aprahamian |
| | | | | Title: Chief Accounting Officer, Secretary and Treasurer |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | The Advisory Board Company 2006 Stock Incentive Plan |
