The Advisory Board Company (NASDAQ:ABCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Advisory Board Company (NASDAQ:ABCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02

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

(e)As described under Item5.07 of this report, on May31, 2017,
the stockholders of The Advisory Board Company (the Company)
voted at the Companys 2017 annual meeting of stockholders (the
2017 annual meeting) to approve an amendment (the 2009 plan
amendment) to The Advisory Board Company Amended and Restated
2009 Stock Incentive Plan (the 2009 incentive plan) to increase
the total number of shares of the Companys common stock issuable
under the 2009 incentive plan by 1,000,000 shares. After giving
effect to the 2009 plan amendment, 2,377,076 shares of common
stock are available for future issuance under the 2009 incentive
plan.

The Companys Board of Directors approved the 2009 plan amendment,
subject to stockholder approval at the 2017 annual meeting, on
April17, 2017 upon the recommendation of the Compensation
Committee. The 2009 plan amendment became effective at the time
of stockholder approval.

The 2009 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
non-employee directors and eligible service providers.

A copy of the 2009 incentive plan, as amended by the 2009 plan
amendment, is filed as Exhibit10.1 to this report and is
incorporated by reference in this Item5.02. The material terms of
the 2009 incentive plan are described in the Companys definitive
proxy statement on Schedule14A for the 2017 annual meeting filed
with the Securities and Exchange Commission on April21, 2017.

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

(a)The Company held its 2017 annual meeting of stockholders on
May31, 2017. At the 2017 annual meeting, the Companys
stockholders voted on five proposals. The proposals are described
in the Companys definitive proxy statement on Schedule14A for the
2017 annual meeting filed with the Securities and Exchange
Commission on April21, 2017.

(b)The final voting results with respect to each proposal voted
upon at the 2017 annual meeting are set forth below.

Proposal 1

The Companys stockholders elected each of the nine nominees named
in the proxy statement for the 2017 annual meeting to the Board
of Directors for a one-year term expiring at the Companys 2018
annual meeting of stockholders or until the election or
qualification of a successor, as set forth below:

Name of Director Nominee

For

Against

Abstain

BrokerNon-

Votes

Sanju K. Bansal

32,159,730 330,357 830,776 3,222,462

David L. Felsenthal

32,208,270 281,854 830,739 3,222,462

Peter J. Grua

32,347,390 142,471 831,002 3,222,462

Nancy Killefer

32,061,835 428,551 830,477 3,222,462

Kelt Kindick

27,557,516 4,932,345 831,002 3,222,462

Robert W. Musslewhite

31,918,412 571,762 830,689 3,222,462

Mark R. Neaman

32,294,507 195,381 830,975 3,222,462

Leon D. Shapiro

32,294,166 195,682 831,015 3,222,462

LeAnne M. Zumwalt

32,357,393 132,705 830,765 3,222,462

Proposal 2

The Companys stockholders ratified the appointment of Ernst Young
LLP as the Companys independent registered public accounting firm
for the Companys fiscal year ending December31, 2017, as set
forth below:

For

Against

Abstentions

36,248,299

220,279 74,747

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

Proposal 3

The Companys stockholders approved an amendment to the Companys
2009 incentive plan to increase the total number of shares of
common stock issuable under the plan, as set forth below:

For

Against

Abstentions

BrokerNon-Votes

23,259,961

9,324,828 736,074 3,222,462

Proposal 4

The Companys stockholders approved, by an advisory vote, the
Companys named executive officer compensation as described in the
proxy statement for the 2017 annual meeting, as set forth below:

For

Against

Abstentions

BrokerNon-Votes

32,773,392

463,993 83,478 3,222,462

Proposal 5

The Companys stockholders designated, by an advisory vote, every
1 year as the frequency with which the Company should hold an
advisory vote by stockholders to approve the Companys named
executive officer compensation, as set forth below:

Broker

1 Year

2 Years

3 Years

Abstentions

Non-Votes

30,199,477

293,065 2,729,624 98,697 3,222,462

(d)In light of the stockholder vote at the 2017 annual meeting on
proposal 5 as reported above, and consistent with its
recommendation to stockholders, the Companys Board of Directors
has determined that the Company will include an advisory vote in
its proxy materials to approve the Companys compensation of its
named executive officers as disclosed in such proxy materials
every 1year until the next required vote on the frequency of
stockholder votes on the compensation of the Companys named
executive officers.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

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

Exhibit

No.

Exhibit

10.1 The Advisory Board Company Amended and Restated 2009 Stock
Incentive Plan.


About The Advisory Board Company (NASDAQ:ABCO)

The Advisory Board Company is a provider of software and solutions to the healthcare and higher education industries. The Company’s healthcare programs address a range of clinical and business issues, including physician alignment and engagement, network management and growth strategy, value-based care and population health, revenue cycle, clinical operations and supply chain. Its higher education programs support colleges and universities in enrollment management; academic programming and student learning; faculty recruitment and retention; student advising and success; alumni affairs and advancement, and college and university operations. The Company offers distinct membership programs, across four areas, which include best practices research and insight, performance technology software, consulting and management services, and data- and tech-enabled services. Its best practices research and insight programs provide the foundation for all of its other programs.

The Advisory Board Company (NASDAQ:ABCO) Recent Trading Information

The Advisory Board Company (NASDAQ:ABCO) closed its last trading session up +0.70 at 52.40 with 594,244 shares trading hands.

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