CEB Inc. (NYSE:CEB) Files An 8-K Submission of Matters to a Vote of Security Holders

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CEB Inc. (NYSE:CEB) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security Holders.

On April4, 2017, CEB Inc. (the Company), held a special meeting
of its stockholders (the Special Meeting) to vote on the
proposals identified in the definitive proxy
statement/prospectus, dated March7, 2017, which was first mailed
to the Companys stockholders on or about March7, 2017.

As of the close of business on February24, 2017, the record date
for the Special Meeting, there were 32,055,939 shares of the
Companys common stock issued and outstanding and entitled to vote
at the Special Meeting. Stockholders entitled to cast 88.17% of
all the votes entitled to be cast at the Special Meeting were
present in person or represented by proxy at the Special Meeting.
A summary of the voting results for the following proposals, each
of which is described in detail in the definitive proxy
statement/prospectus, is set forth below:

1. Proposal to adopt the Agreement and Plan of Merger, dated as
of January5, 2017, as it may be amended from time to time (the
Merger Agreement), by and among the Company, Gartner, Inc.
(Gartner), a Delaware corporation, and Cobra Acquisition Corp.
(Merger Sub), a Delaware corporation and a wholly-owned
subsidiary of Gartner. (the Merger Agreement Proposal). The
Merger Agreement provides that Merger Sub will merge with and
into the Company, with the Company surviving the merger as a
wholly-owned subsidiary of Gartner (the Merger). The Merger
Agreement Proposal was approved by a vote of 87.94% of the shares
of the Companys common stock issued and outstanding and entitled
to vote at the Special Meeting. The results of the vote were as
follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

28,189,597 10,383 64,148

2. Proposal to approve, by a non-binding, advisory vote, the
compensation that may be paid or become payable to the Companys
named executive officers that is based on or otherwise relates to
the Merger (the Compensation Proposal). The Compensation Proposal
was approved by a vote of 97.98% of the shares of the Companys
common stock represented in person or by proxy at the Special
Meeting. The results of the vote were as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

27,692,843 477,111 94,174

3. Proposal to adjourn the Special Meeting, or any adjournment
thereof, to another time or place, if necessary or appropriate,
to solicit additional proxies if there were insufficient votes at
the time of the Special Meeting to adopt the Merger Agreement
(the Adjournment Proposal). The Adjournment Proposal was approved
by a vote of 92.65% of the shares of the Companys common stock
represented in person or by proxy at the Special Meeting. The
results of the vote were as follows:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

26,186,167 1,985,525 92,436

Adjournment of the Special Meeting was not necessary or
appropriate because there were sufficient votes at the time of
the Special Meeting to adopt the Merger Agreement. No other
business properly came before the Special Meeting.

Item8.01. Other Events

On April4, 2017, the Company issued a press release announcing
the results of the stockholder vote at the Special Meeting. A
copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated April4, 2017.

Cautionary Note Regarding Forward-Looking
Statements

This Current Report on Form 8-K (the Current Report) contains
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements generally relate
to future events or our future financial or operating
performance. Forward-looking statements may contain words such as
will be, will, expects, expected, intends, continue, or similar
expressions, and include the assumptions that underlie such
statements. These forward-looking statements include statements
about future financial and operating results; benefits of the
transaction to customers, stockholders and employees; potential
synergies and cost savings; the ability of the combined company
to drive growth and expand client relationships; the financing of
the transaction and other statements regarding the proposed
transaction. The Companys expectations and beliefs regarding
these matters may not materialize, and actual results in future
periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected,
including but not limited to:

the risk that the businesses will not be integrated
successfully;
the risk that synergies will not be realized or realized to
the extent anticipated;
uncertainty as to the market value of the Gartner merger
consideration to be paid in the merger;
the risk that required governmental approvals of the Merger
will not be obtained;
the risk that Gartner following this transaction will not
realize its financing or operating strategies;
litigation in respect of either the Company or the Merger;
and
disruption from the Merger making it more difficult to
maintain certain strategic relationships.

The forward-looking statements contained in the Current Report
are also subject to other risks and uncertainties, including
those more fully described in our filings with the Securities and
Exchange Commission (SEC), including our Annual Report on Form
10-K for the year ended December31, 2016, which was filed with
the Securities and Exchange Commission on March 1, 2017 and those
discussed in Risk Factors in the S-4/A filed by Gartner with
the SEC on March6, 2017 and in the documents which are
incorporated by reference therein. The forward-looking statements
in this Current Report are based on information available to the
Company as of the date hereof, and the Company disclaims any
obligation to update any forward-looking statements, except as
required by law.


CEB Inc. (NYSE:CEB) Recent Trading Information

CEB Inc. (NYSE:CEB) closed its last trading session down -0.15 at 78.75 with 699,098 shares trading hands.