ADVISORY BOARD CO Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-11-17: Form 8-K; Period of report 2017-11-15; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2017-11-08: Form 8-K; Period of report 2017-11-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2017-08-29: Form 8-K; Period of report 2017-08-28; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2017-08-08: Form 8-K; Period of report 2017-08-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-11-17 | 8-K | 2017-11-15 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 In connection with the consummation of the acquisition by OptumInsight, Inc. (“Optum”), a wholly owned subsidiary of UnitedHealth Group Incorporated, of The Advisory Board Company (the “Company”) through a merger (the “Merger”) of Apollo Merger Sub, Inc., a wholly owned subsidiary of Optum (“Merger Sub”), with and into the Company, the Credit Agreement, dated as of February 6, 2015 by and among the Company, JPMorgan Chase Bank, N.A., the lenders party thereto and the other financial institutions party thereto, as amended, was terminated and all obligations outstanding thereunder were paid off and extinguished. 2.01 On November 17, 2017 (the “Closing Date”), Optum completed the previously announced acquisition of the Company pursuant to the Agreement and Plan of Merger, dated as of August 28, 2017, by and among the Company, Optum, and Merger Sub (the “Merger Agreement”). 3.01 To the extent required by Item 3.01 of Form 8-K, the information set forth under Item 2.01 of Form 8-K is incorporated by reference in this Item 3.01. 3.03 To the extent required by Item 3.03 of Form 8-K, the information under Items 2.01 and 3.01 is incorporated herein by reference. 5.01 As a result of the Merger, a change of control of the Company occurred, and the Company is now a wholly owned subsidiary of Optum. 5.02 As of the closing under the Education Purchase Agreement, David Felsenthal and Michael Kirshbaum are no longer employed by the Company. 5.03 At the Effective Time and pursuant to the Merger Agreement, each of the certificate of incorporation and bylaws of the Company was amended and restated. 5.07 A special meeting of stockholders of the Company (the “Special Meeting”) was held on November 15, 2017. | d485120d8k.htm |
| 2017-11-08 | 8-K | 2017-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2017, The Advisory Board Company (the “Company”) issued a news release announcing its financial results for the quarter and nine months ended September 30, 2017. | d491065d8k.htm |
| 2017-08-29 | 8-K | 2017-08-28 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On August 28, 2017, the Company’s board of directors (1) ratified the adoption of a transaction bonus program adopted on August 23, 2017 by compensation committee of the Company’s board of directors, which was advised by the compensation committee’s independent compensation consultant, to recognize ongoing contributions in connection with the Company’s review of strategic alternatives, the Education Transaction and the Merger and to enhance corporate performance through the closing of the Merger, and (2) authorized the Company to enter into individual transaction bonus award agreements with certain of its named executive officers and certain other executive officers. 8.01 On August 29, 2017, The Advisory Board Company issued a press release announcing its entry into the Merger Agreement and the Education Purchase Agreement. | d427972d8k.htm |
| 2017-08-08 | 8-K | 2017-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2017, The Advisory Board Company (the “Company”) issued a news release announcing its financial results for the quarter and six months ended June 30, 2017. | d438816d8k.htm |
| 2017-06-01 | 8-K | 2017-05-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) As described under Item 5.07 of this report, on May 31, 2017, the stockholders of The Advisory Board Company (the “Company”) voted at the Company’s 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 Company’s common stock issuable under the 2009 incentive plan by 1,000,000 shares. 5.07 (a) The Company held its 2017 annual meeting of stockholders on May 31, 2017. | d406754d8k.htm |
| 2017-05-04 | 8-K | 2017-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2017, The Advisory Board Company (the “Company”) issued a news release announcing its financial results for the quarter ended March 31, 2017. | d388936d8k.htm |
| 2017-03-01 | 8-K | 2017-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2017, The Advisory Board Company (the “Company”) issued a news release announcing its financial results for the quarter and full year ended December 31, 2016. | v460785_8k.htm |
| 2017-02-06 | 8-K | 2017-02-06 | 8.01 Other Events | 8.01 On February 6, 2017, The Advisory Board Company (the “Company”) issued a news release announcing that its Board of Directors (the “Board”), working together with its management team and legal and financial advisors, is exploring strategic alternatives focused on maximizing stockholder value. | d338412d8k.htm |
| 2017-01-04 | 8-K | 2017-01-03 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 7.01 Regulation FD Disclosure | 2.02 On January 3, 2017, The Advisory Board Company (the “Company”) issued a news release announcing a restructuring plan as part of its ongoing efforts to better align its resources and health care business strategy to meet member needs and market demand as well as to improve efficiency and future growth. 2.05 The information set forth in Item 2.02 of this report is incorporated herein by reference. 7.01 The information set forth in Item 2.02 of this report and the copy of the Company’s news release furnished as Exhibit 99.1 to this report each are incorporated herein by reference. | d264739d8k.htm |