UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 4 5, 2017

CEB Inc. (Exact Name Of Registrant As Specified In Its Charter)

Delaware (~~Exact~~State ~~Name~~or ~~Of Registrant~~other Asjurisdiction ~~Specified~~of Inincorporation) ~~Its~~001-34849 ~~Charter~~(Commission File Number) 52-2056410 (IRS Employer Identification No.)

Delaware		001-34849		52-2056410
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1919 North Lynn Street, Arlington, Virginia
(Address Of Principal Executive Offices)

22209
(Zip Code)

1919 North Lynn Street, Arlington, Virginia		22209
(Address Of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (571) 303-3000

N/A (Former name or former address, if changed since last report)

(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:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Item ~~Soliciting~~1.01. ~~material~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~14a-12~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

☐On ~~Pre-commencement~~April ~~communications~~5, ~~pursuant~~2017, Gartner, toInc., ~~Rule~~a ~~14d-2~~Delaware corporation (b“Gartner”) ~~under~~and certain of its subsidiaries, entered into an agreement among Gartner, as borrower, such subsidiaries, as guarantors, the ~~Exchange~~lenders ~~Act~~party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent,” and such agreement, the “Amendment”), which amended Gartner’s existing credit facility, dated as of June 17, ~~CFR~~2016, ~~240~~among Gartner, the several lenders party thereto and the Administrative Agent (as amended by the First Amendment, dated as of January 20, 2017, the Second Amendment, dated as of March 20, 2017, and the Amendment, the “Existing Credit Agreement”) in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, by and among Gartner, Cobra Acquisition Corp.~~14d~~, a Delaware corporation and wholly owned subsidiary (“Merger Sub”) and CEB Inc., a Delaware corporation (“CEB”), as previously disclosed in CEB’s Current Report on Form 8-K filed with the SEC on January 5, 2017 and as further described in Item 2.01 of this Current Report on Form 8-K (bthe “Merger”)).

☐Upon ~~Pre-commencement~~effectiveness of ~~communications~~the ~~pursuant~~Merger, toCEB ~~Rule~~and ~~13e-4~~certain of its material subsidiaries entered into an Assumption Agreement, dated as of April 5, 2017, in favor of the Administrative Agent on behalf of the lenders under the Existing Credit Agreement (cthe “Assumption Agreement”) pursuant to which CEB and such subsidiaries became additional guarantors of Gartner’s obligations under the ~~Exchange~~Existing ~~Act~~Credit Facility. ~~(17~~At ~~CFR~~such ~~240~~time and pursuant to the terms of Gartner’s $800 million principal amount 5.~~13e-4~~125% Senior Notes due 2025 (cthe “Notes”)) as described in the Current Report on Form 8-K of Gartner filed with the Securities and Exchange Commission on March 30, 2017, CEB and such subsidiaries also executed a Supplemental Indenture to the Indenture, dated March 30, 2017 among Gartner, the guarantors named therein and U.S. Bank National Association, as trustee, pursuant to which they will guarantee Gartner’s obligations under the Notes.

~~Item~~In addition, on April 5, 2017 and in connection with the closing of the Merger, Gartner and certain of its subsidiaries (including CEB and certain of its material subsidiaries) entered into an agreement among Gartner, as borrower, such subsidiaries, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.07A., ~~Submission~~as administrative agent (the “364-Day Facility”), for a senior unsecured 364-day bridge credit facility in an aggregate principal amount of ~~Matters~~$300 million, which amount was immediately drawn by Gartner to fund a ~~Vote~~portion of ~~Security~~the ~~Holders~~costs associated with the Merger. The foregoing description of the 364-Day Facility does not purport to be complete and is respectively qualified in the entirety by reference to the 364-Day Facility, which is attached as Exhibit 10.2 to Gartner’s Current Report on Form 8-K filed with the SEC on April 6, 2017, and incorporated by reference herein.

OnItem ~~April 4, 2017, CEB Inc~~1.02. ~~(the~~Termination ~~“Company”),~~of ~~held~~ a ~~special~~Material ~~meeting~~Definitive of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement/prospectus, dated March 7, 2017, which was first mailed to the Company’s stockholders on or about March 7, 2017. Agreement

AsOn ofApril ~~the close of business on February 24~~5, 2017, CEB ~~the~~used ~~record~~a ~~date~~portion ~~for~~of the ~~Special~~proceeds ~~Meeting,~~of ~~there~~the ~~were~~loans ~~32,055,939~~funded ~~shares~~under of the ~~Company’s~~Existing ~~common stock~~Credit ~~issued~~Agreement, ~~and~~the ~~outstanding~~Notes and ~~entitled~~the 364-Day Facility, to ~~vote~~repay atand satisfy the ~~Special~~obligations ~~Meeting.~~under ~~Stockholders~~that ~~entitled~~certain toCredit ~~cast~~Agreement ~~88.17%~~dated as of ~~all~~July ~~the~~2, ~~votes~~2012 ~~entitled~~by toand beamong ~~cast~~CEB, at the ~~Special~~subsidiaries of ~~Meeting~~the ~~were~~Company ~~present~~party inthereto, ~~person~~Bank orof ~~represented~~America, byN.A., ~~proxy~~as atadministrative ~~the~~agent, ~~Special~~and ~~Meeting. A summary of~~ the ~~voting~~lenders ~~results~~party ~~for~~thereto (the ~~following~~“Prior ~~proposals,~~Credit Agreement”). ~~each~~The obligations of ~~which~~CEB isand ~~described~~the inguarantors ~~detail~~under in the ~~definitive~~Prior ~~proxy~~Credit ~~statement/prospectus,~~Agreement iswere ~~set~~terminated ~~forth~~on ~~below:~~April 5, 2017.

1.Item ~~Proposal to adopt the Agreement and Plan of Merger, dated as of January 5, 2017, as it may be amended from time to time (the “Merger Agreement”), by and among the Company, Gartner, Inc~~2. ~~(“Gartner”), a Delaware corporation, and Cobra Acquisition Corp~~01. ~~(“Merger~~Completion ~~Sub”), a Delaware corporation and a wholly-owned subsidiary~~ of ~~Gartner.~~Acquisition ~~(the “Merger~~or ~~Agreement~~Disposition ~~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”)~~Assets. The Merger Agreement Proposal was approved by a vote of 87.94% of the shares of the Company’s 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		0

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 5, 2017, CEB, Gartner and Cobra Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Gartner (“Merger Sub”), entered into an Agreement and Plan of Merger on January 5, 2017 (the “Merger Agreement”). This Current Report on Form 8-K is being filed in connection with the consummation of the transactions contemplated by the Merger Agreement.

2.On ~~Proposal~~April to5, ~~approve~~2017, CEB byconsummated athe ~~non-binding~~Merger, ~~advisory~~whereby ~~vote~~Merger Sub merged with and into CEB, with CEB as the surviving corporation and a wholly owned ~~compensation~~subsidiary ~~that~~of ~~may~~Gartner. beAt ~~paid~~the orEffective ~~become~~Time ~~payable~~(as todefined in the ~~Company~~Merger Agreement) each share of CEB’s ~~named~~common ~~executive~~stock, ~~officers~~par ~~that~~value $0.01 isper ~~based~~share on(“CEB orcommon ~~otherwise~~stock”) ~~relates~~issued and outstanding immediately prior to the ~~Merger~~consummation (of the ~~“Compensation~~Merger, ~~Proposal”~~except for (i). shares ~~The~~of ~~Compensation~~CEB ~~Proposal~~common ~~was~~stock ~~approved~~as byto awhich ~~vote~~the ofholders ~~97.98%~~thereof have not voted in favor of the Merger or consented to the Merger in writing and have demanded appraisal for such shares in accordance with Section 262 of the ~~Company’s~~Delaware General Corporation Law and have not effectively withdrawn or lost their rights to appraisal and (ii) shares of CEB common stock ~~represented~~owned inby ~~person~~CEB as treasury stock or owned by ~~proxy~~Gartner ator Merger Sub, will be converted into the ~~Special~~right ~~Meeting~~to receive, less any applicable withholding taxes, (a) $54.00 ~~The~~in ~~results~~cash and (b) 0.2284 of a share of Gartner’s common stock, par value $0.0005 per share (clauses (a) and (b) together, the ~~vote~~“Merger ~~were~~Consideration.”) asCEB ~~follows:~~stockholders will not receive any fractional

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
27,692,843		477,111		94,174		0

shares of Gartner common stock and will instead receive cash in lieu of any such fractional shares of Gartner common stock, pursuant to the terms of the Merger Agreement.

3.Including ~~Proposal to adjourn the Special Meeting, or any adjournment thereof, to another time or place, if necessary~~Gartner’s orassumption ~~appropriate, to solicit additional proxies if there were insufficient votes at the time~~ of ~~the~~approximately ~~Special~~$0.7 ~~Meeting~~billion toin ~~adopt~~CEB ~~the~~net ~~Merger~~debt, ~~Agreement (~~the ~~“Adjournment~~transaction ~~Proposal”).~~has ~~The Adjournment Proposal was approved by~~ a ~~vote~~total ofenterprise ~~92.65%~~value of ~~the shares~~approximately ~~of the Company’s common stock represented in person or by proxy at the Special Meeting~~$3.3 ~~The results of the vote were as follows:~~ billion.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
26,186,167		1,985,525		92,436		0

The foregoing description of the terms set forth in the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on January 5, 2017.

~~Adjournment~~Item of2.03. ~~the~~Creation ~~Special~~of ~~Meeting~~a ~~was~~Direct ~~not~~Financial ~~necessary~~Obligation or ~~appropriate~~an ~~because~~Obligation ~~there~~under ~~were~~an ~~sufficient~~Off-Balance ~~votes~~Sheet atArrangement ~~the time~~ of ~~the Special~~a ~~Meeting to adopt the Merger Agreement~~Registrant. ~~No other business properly came before the Special Meeting.~~

The information in Item 81.01. ~~Other~~regarding the ~~Events~~Existing Credit Agreement, the Notes and the 364-Day Bridge Agreement is incorporated herein by reference.

OnItem ~~April 4, 2017, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting~~3.01. ANotice ~~copy~~ of ~~the~~Delisting ~~press~~or ~~release~~Failure ~~is attached as Exhibit 99.1~~ to ~~this~~Satisfy ~~Current~~a ~~Report~~Continued onListing ~~Form~~Rule ~~8-K~~or ~~and~~Standard; isTransfer ~~incorporated~~of ~~herein by reference~~Listing.

On March 24, 2017, in connection with the anticipated closing of the Merger, CEB notified the New York Stock Exchange (the “NYSE”) that each share of CEB common stock would be cancelled and converted into the right to receive the Merger Consideration, and requested that trading of CEB common stock on the NYSE be suspended effective as of the open of trading on April 5, 2017. In addition, CEB requested that the NYSE file with the SEC a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) to delist CEB common stock and rights from the NYSE and to terminate the registration of CEB common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, CEB intends to file with the SEC a Form 15 notification of suspension of the reporting obligations of CEB under Sections 13(a) and 15(d) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

As a result of the Merger and at the Effective Time, holders of CEB’s common stock immediately prior to such time ceased having any rights as shareholders of CEB (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

The information set forth in Items 2.01, 3.01, and 5.03 is incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

As a result of the Merger and at the Effective Time, a change in control of CEB occurred and CEB became a wholly-owned subsidiary of Gartner.

The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, CEB’s articles of incorporation was amended and restated in its entirety.

A copy of the Amended and Restated Articles of Incorporation is filed as Exhibits 3.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated April 4, 2017.

2.1	Agreement and Plan of Merger, dated as of January 5, 2017, by and among CEB Inc., Gartner Inc. and Cobra Acquisition Corp., incorporated herein by reference to Exhibit 2.1 to CEB’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2017.

3.1	Amended and Restated Certificate of Incorporation of CEB Inc. (filed herewith).

10.1	364-Day Bridge Credit Agreement, dated as of April 5, 2017, among Gartner, Inc., each other Loan Party party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.2 to Gartner’s Current Report on Form 8-K (File No. 001-14443) filed with the Securities and Exchange Commission on April 6, 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 Company’s 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 December 31, 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 March 6, 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.

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.

		CEB Inc.		~~CEB Inc.~~
		(Registrant)		~~(Registrant)~~
Date: April 4, 2017			By:	/s/ Richard S. Lindahl
Date: April 7, 2017	By:	/s/ Craig W. Safian
				Richard S. Lindahl
		Craig W. Safian President
				Chief Financial Officer

Filing Compare · CEB Inc.