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): ~~May~~August 318, 2017

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)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

~~(e) As~~On ~~described under Item~~August ~~5.07 of this report~~8, ~~on May 31,~~ 2017, ~~the stockholders of~~ The Advisory Board Company (the “Company”) ~~voted at~~issued ~~the~~a ~~Company’s~~news ~~2017~~release ~~annual~~announcing ~~meeting~~its offinancial ~~stockholders~~results ~~(the~~for ~~“2017 annual meeting”) to approve an amendment (~~the ~~“2009~~quarter ~~plan amendment”) to The Advisory Board Company Amended~~ and ~~Restated~~six ~~2009~~months ~~Stock~~ended ~~Incentive~~June 30, ~~Plan~~2017. ~~(the “2009~~A ~~incentive~~copy ~~plan”) to increase the total number~~ of ~~shares of~~ the Company’s ~~common~~news ~~stock~~release ~~issuable~~is ~~under~~furnished ~~the~~as ~~2009~~Exhibit ~~incentive plan by~~ 99.1~~,000,000~~ ~~shares. After giving effect~~ to ~~the~~this ~~2009 plan amendment, 2,377,076 shares of common stock are available for future issuance under the 2009 incentive plan~~report.

~~The~~Item ~~Company’s Board of Directors approved the 2009 plan amendment, subject to stockholder approval at the 2017 annual meeting, on April 17, 2017 upon the recommendation of the Compensation Committee~~9.01 ~~The~~Financial ~~2009~~Statements ~~plan~~and ~~amendment became effective at the time of stockholder approval.~~ Exhibits

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 Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02. The material terms of the 2009 incentive plan are described in the Company’s definitive proxy statement on Schedule 14A for the 2017 annual meeting filed with the Securities and Exchange Commission on April 21, 2017.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 2017 annual meeting of stockholders on May 31, 2017. At the 2017 annual meeting, the Company’s stockholders voted on five proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2017 annual meeting filed with the Securities and Exchange Commission on April 21, 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 Company’s 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 Company’s 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		Broker Non- 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 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 December 31, 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 Company’s stockholders approved an amendment to the Company’s 2009 incentive plan to increase the total number of shares of common stock issuable under the plan, as set forth below:

For		Against		Abstentions		Broker Non-Votes
23,259,961		9,324,828		736,074		3,222,462

Proposal 4

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

For		Against		Abstentions		Broker Non-Votes
32,773,392		463,993		83,478		3,222,462

Proposal 5

The Company’s 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 Company’s 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 Company’s Board of Directors has determined that the Company will include an advisory vote in its proxy materials to approve the Company’s compensation of its named executive officers as disclosed in such proxy materials every 1 year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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


Exhibit No.		Exhibit

99.1		News release of The Advisory Board Company dated August 8, 2017.

Exhibit No.		Exhibit
10.1		The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan.

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.

EXHIBIT INDEX

ExhibitNo.		Description of Exhibit
Exhibit No.		Description of Exhibit
10.1		The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan.
99.1		News release of The Advisory Board Company dated August 8, 2017.

~~The Advisory Board Company~~

The Advisory Board Company

Date: June 1, 2017

/s/ Michael T. Kirshbaum

Date: August 8, 2017

/s/ Michael T. Kirshbaum

~~Michael T. Kirshbaum~~

Michael T. Kirshbaum

Chief Financial Officer (Duly Authorized Officer)

Chief Financial Officer and Treasurer (Duly Authorized Officer)

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