ABCO / Advisory Board Co. (The) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ABCO / Advisory Board Co. (The) / CREDIT SUISSE AG/ - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Advisory Board Co. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 00762W107 (CUSIP Number) Calendar Year 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

ABCO / Advisory Board Co. (The) 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-33283 The Advisory Board Company (Exact name of registrant as specified

ABCO / Advisory Board Co. (The) POSASR

POSASR 1 d483226dposasr.htm POSASR As filed with the Securities and Exchange Commission on November 17, 2017 Registration No. 333-201608 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-3ASR REGISTRATION STATEMENT NO. 333-201608 UNDER THE SECURITIES ACT OF 1933 The Advisory Board Company (Exact name of registrant as specified in its

ABCO / Advisory Board Co. (The) S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

ABCO / Advisory Board Co. (The) S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

ABCO / Advisory Board Co. (The) S-8 POS

S-8 POS 1 d467500ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 17, 2017 Registration No. 333-84422 Registration No. 333-140757 Registration No. 333-162032 Registration No. 333-177006 Registration No. 333-192270 Registration No. 333-201982 Registration No. 333-204989 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMEN

ABCO / Advisory Board Co. (The) S-8 POS

As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

ABCO / Advisory Board Co. (The) S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

ABCO / Advisory Board Co. (The) S-8 POS

S-8 POS 1 d467500ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 17, 2017 Registration No. 333-84422 Registration No. 333-140757 Registration No. 333-162032 Registration No. 333-177006 Registration No. 333-192270 Registration No. 333-201982 Registration No. 333-204989 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMEN

ABCO / Advisory Board Co. (The) S-8 POS

S-8 POS 1 d467500ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 17, 2017 Registration No. 333-84422 Registration No. 333-140757 Registration No. 333-162032 Registration No. 333-177006 Registration No. 333-192270 Registration No. 333-201982 Registration No. 333-204989 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMEN

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 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) November 15, 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

Second Amended and Restated Bylaws of The Advisory Board Company.

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF THE ADVISORY BOARD COMPANY (Effective as of November 17, 2017) ARTICLE I OFFICES, CORPORATE SEAL Section 1.01. Registered Office. The registered office of the corporation in Delaware shall be that set forth in the Amended and Restated Certificate of Incorporation (as it may be amended after the date hereof, the “Certificate of Incorporation”

Amended and Restated Certificate of Incorporation of The Advisory Board Company.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE ADVISORY BOARD COMPANY ARTICLE I NAME The name of the corporation is The Advisory Board Company (the ?Corporation?). ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle, and the

ABCO / Advisory Board Co. (The) DEFA14A

DEFA14A 1 d491118ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

THE ADVISORY BOARD COMPANY REPORTS THIRD QUARTER 2017 RESULTS

EX-99.1 Exhibit 99.1 Contact: Robert P. Borchert VP Investor Relations 202.266.6240 [email protected] THE ADVISORY BOARD COMPANY REPORTS THIRD QUARTER 2017 RESULTS WASHINGTON, D.C. ? (November 8, 2017) ? The Advisory Board Company (NASDAQ: ABCO) today announced financial results for the third quarter and nine-month period ended September 30, 2017. Third Quarter Financial Review (In millions, except

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d491065d8k.htm FORM 8-K 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): November 8, 2017 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdic

ABCO / Advisory Board Co. (The) 10-Q (Quarterly Report)

10-Q 1 abco-2017930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Nine Months Ended September 30, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ (18,496 ) $ 55,612 $ (99,418 ) $ 4

Advisory Board Co. DEFA14A

DEFA14A 1 d484632ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Advisory Board Co. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

Advisory Board Co. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Advisory Board Co. PREM14A

PREM14A 1 d460200dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UnitedHealth Group DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☑ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☑ Soliciting Material Pursuant to § 240.

ABCO / Advisory Board Co. (The) / Elliott Associates, L.P. - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 advisory13da3-082817.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 3)* The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities

UnitedHealth Group DFAN14A

DFAN14A 1 d429357ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☑ Check the appropriate box: ☐ Preliminary Proxy

Advisory Board Co. DEFA14A

DEFA14A 1 d446141ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Advisory Board Co. DEFA14A

DEFA14A 1 d420049ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

AGREEMENT AND PLAN OF MERGER by and among THE ADVISORY BOARD COMPANY, OPTUMINSIGHT, INC. APOLLO MERGER SUB, INC. Dated as of August 28, 2017 TABLE OF CONTENTS

EX-2.1 2 d427972dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among THE ADVISORY BOARD COMPANY, OPTUMINSIGHT, INC. and APOLLO MERGER SUB, INC. Dated as of August 28, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Effective Time 2 Section 1.03 The Closing 2 Section 1.04 Effects of the Merger 2 Section 1.05 Organizational

AMENDMENT NO. 1 THE ADVISORY BOARD COMPANY SENIOR MANAGEMENT SEVERANCE AND CHANGE OF CONTROL PLAN

EX-10.2 5 d427972dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 TO THE ADVISORY BOARD COMPANY SENIOR MANAGEMENT SEVERANCE AND CHANGE OF CONTROL PLAN WHEREAS, The Advisory Board Company (the “Company”) maintains the Senior Management Severance and Change of Control Plan (the “Plan”); WHEREAS, Section 7.02 of the Plan provides that the Compensation Committee of the Board of Directors of the Company

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Exhibit 10.1 August , 2017 Private & Confidential [Name] [Address] [Address] Re: Transaction Bonus Award Agreement Dear [ ]: On behalf of The Advisory Board Company (the ?Company?), I am pleased to inform you that, pursuant to the terms of this letter agreement (the ?Award Agreement?), you are eligible to receive a transaction bonus in the form of a cash payment pursuant to the terms set forth her

THE ADVISORY BOARD COMPANY ANNOUNCES AGREEMENTS FOR THE SALE OF ITS HEALTH CARE AND EDUCATION BUSINESSES STOCKHOLDERS TO RECEIVE CASH VALUE CURRENTLY ESTIMATED AT $54.29 PER SHARE The Advisory Board Company’s Health Care Business to be Acquired by Op

EX-99.1 6 d427972dex991.htm EX-99.1 Exhibit 99.1 THE ADVISORY BOARD COMPANY ANNOUNCES AGREEMENTS FOR THE SALE OF ITS HEALTH CARE AND EDUCATION BUSINESSES STOCKHOLDERS TO RECEIVE CASH VALUE CURRENTLY ESTIMATED AT $54.29 PER SHARE The Advisory Board Company’s Health Care Business to be Acquired by Optum The Advisory Board Company’s Education Business to be Acquired by Vista Equity Partners WASHINGTO

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) August 28, 2017 The Advisory Board Company (Exac

8-K 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) August 28, 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 Nu

Amendment Number 1 to The Advisory Board Company Senior Management Severance and Change of Control Plan.** Incorporated by reference in Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 29, 2017.

EX-10.2 5 d427972dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 TO THE ADVISORY BOARD COMPANY SENIOR MANAGEMENT SEVERANCE AND CHANGE OF CONTROL PLAN WHEREAS, The Advisory Board Company (the “Company”) maintains the Senior Management Severance and Change of Control Plan (the “Plan”); WHEREAS, Section 7.02 of the Plan provides that the Compensation Committee of the Board of Directors of the Company

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) August 28, 2017 The Advisory Board Company (Exac

8-K 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) August 28, 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 Nu

Stock and Asset Purchase Agreement, dated as of August 28, 2017, by and between The Advisory Board Company, Avatar Holdco, LLC and Avatar Purchaser, Inc.* Incorporated by reference to Exhibit 2.2 of The Advisory Board Company’s Current Report on Form 8-K filed on August 29, 2017.

EX-2.2 3 d427972dex22.htm EX-2.2 Exhibit 2.2 Execution Version STOCK AND ASSET PURCHASE AGREEMENT by and between THE ADVISORY BOARD COMPANY, AVATAR HOLDCO, LLC and AVATAR PURCHASER, INC. Dated as of August 28, 2017 TABLE OF CONTENTS Page Article I PURCHASE AND SALE 2 Section 1.01 Purchase and Sale; Assumption of Liabilities 2 Section 1.02 Purchase Price 2 Section 1.03 The Closing 3 Section 1.04 Ce

THE ADVISORY BOARD COMPANY ANNOUNCES AGREEMENTS FOR THE SALE OF ITS HEALTH CARE AND EDUCATION BUSINESSES STOCKHOLDERS TO RECEIVE CASH VALUE CURRENTLY ESTIMATED AT $54.29 PER SHARE The Advisory Board Company’s Health Care Business to be Acquired by Op

Exhibit 99.1 THE ADVISORY BOARD COMPANY ANNOUNCES AGREEMENTS FOR THE SALE OF ITS HEALTH CARE AND EDUCATION BUSINESSES STOCKHOLDERS TO RECEIVE CASH VALUE CURRENTLY ESTIMATED AT $54.29 PER SHARE The Advisory Board Company?s Health Care Business to be Acquired by Optum The Advisory Board Company?s Education Business to be Acquired by Vista Equity Partners WASHINGTON, D.C. ? (August 29, 2017) ? The Ad

2

EX-10.1 4 d427972dex101.htm EX-10.1 Exhibit 10.1 August , 2017 Private & Confidential [Name] [Address] [Address] Re: Transaction Bonus Award Agreement Dear [ ]: On behalf of The Advisory Board Company (the “Company”), I am pleased to inform you that, pursuant to the terms of this letter agreement (the “Award Agreement”), you are eligible to receive a transaction bonus in the form of a cash payment

STOCK AND ASSET PURCHASE AGREEMENT by and between THE ADVISORY BOARD COMPANY, AVATAR HOLDCO, LLC AVATAR PURCHASER, INC. Dated as of August 28, 2017 TABLE OF CONTENTS Page Article I PURCHASE AND SALE 2 Section 1.01 Purchase and Sale; Assumption of Lia

EX-2.2 Exhibit 2.2 Execution Version STOCK AND ASSET PURCHASE AGREEMENT by and between THE ADVISORY BOARD COMPANY, AVATAR HOLDCO, LLC and AVATAR PURCHASER, INC. Dated as of August 28, 2017 TABLE OF CONTENTS Page Article I PURCHASE AND SALE 2 Section 1.01 Purchase and Sale; Assumption of Liabilities 2 Section 1.02 Purchase Price 2 Section 1.03 The Closing 3 Section 1.04 Certain Closing Deliveries 4

Agreement and Plan of Merger, dated as of August 28, 2017, by and among The Advisory Board Company, OptumInsight, Inc. and Apollo Merger Sub, Inc.* Incorporated by reference in Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 29, 2017.

EX-2.1 2 d427972dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among THE ADVISORY BOARD COMPANY, OPTUMINSIGHT, INC. and APOLLO MERGER SUB, INC. Dated as of August 28, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Effective Time 2 Section 1.03 The Closing 2 Section 1.04 Effects of the Merger 2 Section 1.05 Organizational

Six Months Ended June 30, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Pre-tax income from continuing operations before adjustment for income or loss from

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Six Months Ended June 30, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ (8,317 ) $ 55,612 $ (99,418 ) $ 48,661 $

ABCO / Advisory Board Co. (The) 10-Q (Quarterly Report)

10-Q 1 abco-2017630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Comm

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): August 8, 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) (Comm

THE ADVISORY BOARD COMPANY REPORTS SECOND QUARTER 2017 RESULTS

EX-99.1 Exhibit 99.1 Contact: Robert P. Borchert VP Investor Relations 202.266.6240 [email protected] THE ADVISORY BOARD COMPANY REPORTS SECOND QUARTER 2017 RESULTS WASHINGTON, D.C. ? (August 8, 2017) ? The Advisory Board Company (NASDAQ: ABCO), a leading provider of research, technology, and consulting to health care organizations and educational institutions, today announced financial results for

The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 1, 2017.

EX-10.1 Table of Contents Exhibit 10.1 THE ADVISORY BOARD COMPANY AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN (As Amended) Table of Contents TABLE OF CONTENTS 1. Purpose 1 2. Definitions 1 3. Eligibility 4 4. Effective Date and Termination of Plan 4 5. Shares Subject to the Plan and to Awards 4 (a) Aggregate Limits 4 (b) Issuance of Shares 5 (c) Tax Code Limits 5 (d) Director Awards 6 (e) Award

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d406754d8k.htm 8-K 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 31, 2017 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of i

Advisory Board Co. ESP

CORRESP May 25, 2017 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Three Months Ended March 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Pre-tax income from continuing operations before adjustment for income or loss f

Exhibit Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Three Months Ended March 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ (2,647 ) $ 55,612 $ (99,418 )

Advisory Board Co. 10-Q (Quarterly Report)

10-Q 1 abco-2017331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Com

THE ADVISORY BOARD COMPANY REPORTS FIRST QUARTER 2017 RESULTS

EX-99.1 Exhibit 99.1 Contact: Robert P. Borchert VP Investor Relations 202.266.6240 [email protected] THE ADVISORY BOARD COMPANY REPORTS FIRST QUARTER 2017 RESULTS WASHINGTON, D.C. - (May 4, 2017) - The Advisory Board Company (NASDAQ: ABCO), a leading provider of research, technology, and consulting to health care organizations and educational institutions, today announced financial results for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d388936d8k.htm FORM 8-K 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 4, 2017 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction

Advisory Board Co. DEFA 14A

DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Advisory Board Co. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Advisory Board Co. 10-K (Annual Report)

10-K 1 abco-20161231x10k.htm 10-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission file number: 000-33283 THE ADVISORY

The Advisory Board Company Senior Management Severance and Change of Control Plan ARTICLE I

Exhibit 10.38 The Advisory Board Company Senior Management Severance and Change of Control Plan ARTICLE I PURPOSE This Senior Management Severance and Change of Control Plan has been established by the Company on March 10, 2017 (the “Effective Date”) to provide Participants with the opportunity to receive certain severance protections. The Plan, as set forth herein, is primarily intended to help r

Evolent Health LLC Consolidated Financial Statements As of December 31, 2016 and 2015, and for the year ended December 31, 2016 and for the period from June 4, 2015 to December 31, 2015 (Successor Company) and for the period from January 1, 2015 to J

Evolent Health LLC Consolidated Financial Statements As of December 31, 2016 and 2015, and for the year ended December 31, 2016 and for the period from June 4, 2015 to December 31, 2015 (Successor Company) and for the period from January 1, 2015 to June 3, 2015 and for the year ended December 31, 2014 (Predecessor Company) Evolent Health LLC Table of Contents Page Report of Independent Registered

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of The Advisory Board Company. Name Jurisdiction of Organization Advancement Services, Inc. Virginia ABCO International Holdings, LLC Delaware ABCO Advisory Services India Private Limited India Royall Acquisition Company Delaware Royall & Company Virginia Royall & Company Holding, Inc. Delaware The Advisory Board (

Bylaw Amendment Adopted Effective March 13, 2017 ARTICLE IX FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Exhibit 3.2.1 Bylaw Amendment Adopted Effective March 13, 2017 ARTICLE IX FORUM FOR ADJUDICATION OF CERTAIN DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or procee

AMENDED AND RESTATED BYLAWS THE ADVISORY BOARD COMPANY (a Delaware corporation) Effective March 13, 2017 ARTICLE I OFFICES

Exhibit 3.2.2 AMENDED AND RESTATED BYLAWS OF THE ADVISORY BOARD COMPANY (a Delaware corporation) Effective March 13, 2017 ARTICLE I OFFICES The Corporation may have offices within and without the State of Delaware as the Board of Directors may from time to time determine. ARTICLE II STOCKHOLDERS 1. Stock Certificates; Uncertificated Shares. (a) The shares of capital stock of the Corporation shall

Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 P

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Year Ended December 31, 2016 Year Ended December 31, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ 55,612 $ (99,418 ) $ 12,776 $ 48,66

ABCO / Advisory Board Co. (The) / Elliott Associates, L.P. - FEBRUARY 27, 2017 Activist Investment

SC 13D/A 1 advisory13da-022717.htm FEBRUARY 27, 2017 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2)* The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP

[Remainder of Page Intentionally Left Blank]

EX-99.1 2 advisoryex991-022717.htm STANDSTILL AGREEMENT CONFIDENTIAL March 1, 2017 Elliott Management Corporation 40 West 57th St. New York, NY 10019 Attention: Jesse Cohn Ladies and Gentlemen: Reference is made to that certain letter agreement, dated as of the date hereof (the "NDA"), by and between Elliott Management Corporation ("Elliott") and The Advisory Board Company (the "Company"). Unless

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4607858k.htm FORM 8-K 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): February 28, 2017 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdic

THE ADVISORY BOARD COMPANY REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS

Exhibit 99.1 Contact: Robert P. Borchert The Advisory Board Company VP Investor Relations 2445 M Street, N.W. 202.266.6240 Washington, D.C. 20037 [email protected] www.advisoryboardcompany.com THE ADVISORY BOARD COMPANY REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS WASHINGTON, D.C. - (February 28, 2017) - The Advisory Board Company (NASDAQ: ABCO), a leading provider of research, technology, and

The Advisory Board Co.

EX-99.2 3 v460785ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 28-Feb-2017 The Advisory Board Co. (ABCO) Q4 2016 Earnings Call Transcript CORPORATE PARTICIPANTS Robert P. Borchert VP, Investor Relations, The Advisory Board Co. Robert W. Musslewhite Chairman & Chief Executive Officer, The Advisory Board Co. Michael T. Kirshbaum Chief Financial Officer & Treasurer, The Advisory Board Co. OTHER PARTICIPANTS M

Advisory Board Co. NT 10-K

Document SEC File Number: 000-33283 CUSIP Number: 00762W107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ABCO / Advisory Board Co. (The) / CREDIT SUISSE AG/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Advisory Board Co. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 00762W107 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

ABCO / Advisory Board Co. (The) / TPG Group Holdings (SBS) Advisors, Inc. Passive Investment

SC 13G/A 1 tpgabco13ga1210.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Advisory Board Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the

ABCO / Advisory Board Co. (The) / CREDIT SUISSE AG/ - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Advisory Board Co. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 00762W107 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

ABCO / Advisory Board Co. (The) / TimesSquare Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d325324dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)1 The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

EVH / Evolent Health Inc. / ADVISORY BOARD CO - SC 13G/A Passive Investment

SC 13G/A 1 d307219dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Evolent Health, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 30050B101 (CUSIP Number) 800 N. Glebe Road, Suite 500, Arlington, Virginia, (571) 389-6000 (Name

ABCO / Advisory Board Co. (The) / Elliott Associates, L.P. - FEBRUARY 9, 2017 Activist Investment

SC 13D/A 1 advisory13da-020917.htm FEBRUARY 9, 2017 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1)* The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP N

ABCO / Advisory Board Co. (The) / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 advisoryboardcothe.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Advisory Board Co/The Title of Class of Securities: Common Stock CUSIP Number: 00762W107 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursua

THE ADVISORY BOARD COMPANY ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES

EX-99.1 2 d338412dex991.htm EX-99.1 Exhibit 99.1 Contact: Robert P. Borchert The Advisory Board Company VP Investor Relations 2445 M Street, N.W. 202.266.6240 Washington, D.C. 20037 [email protected] www.advisoryboardcompany.com THE ADVISORY BOARD COMPANY ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES WASHINGTON, D.C. — (February 6, 2017) — The Advisory Board Company (NASDAQ: ABCO), a leadin

Financial Statements and Exhibits, Other Events

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): February 6, 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) (Commis

ABCO / Advisory Board Co. (The) / Elliott Associates, L.P. - SCHEDULE 13D Activist Investment

SC 13D 1 abco13d-010317.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. )* The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP Number) Chris

The Advisory Board Company Aligns Health Care Capabilities to Enhance Efficiency and Drive Future Growth Restructuring Plan Optimizes Product Portfolio to Intensify Focus on Member Needs

EX-99.1 2 d264739dex991.htm EX-99.1 Exhibit 99.1 Investor Contact: Media Contact: Robert P. Borchert Gwen Holliday 202.266.6240 202.266.6062 [email protected] [email protected] The Advisory Board Company Aligns Health Care Capabilities to Enhance Efficiency and Drive Future Growth Restructuring Plan Optimizes Product Portfolio to Intensify Focus on Member Needs WASHINGTON, D.C. – January

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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): January 3, 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) (Commiss

ABCO / Advisory Board Co. (The) 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-3328

Nine Months Ended September 30, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss f

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Nine Months Ended September 30, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ 34,900 $ (99,418 ) $ 48,661 $ 47,728

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d252517d8k.htm FORM 8-K 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): November 1, 2016 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdic

THE ADVISORY BOARD COMPANY REPORTS THIRD QUARTER RESULTS

EX-99.1 Exhibit 99.1 Contact: Robert P. Borchert The Advisory Board Company VP Investor Relations 2445 M Street, N.W. 202.266.6240 Washington, D.C. 20037 [email protected] www.advisoryboardcompany.com THE ADVISORY BOARD COMPANY REPORTS THIRD QUARTER RESULTS WASHINGTON, D.C. ? (November 1, 2016) ? The Advisory Board Company (NASDAQ: ABCO), a leading provider of research, technology, and consulting to

Advisory Board Co. ESP

October 12, 2016 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

ABCO / Advisory Board Co. (The) 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283 THE

AMENDED AND RESTATED BYLAWS THE ADVISORY BOARD COMPANY (a Delaware corporation) Effective August 8, 2016 ARTICLE I OFFICES

Exhibit 3.2.2 AMENDED AND RESTATED BYLAWS OF THE ADVISORY BOARD COMPANY (a Delaware corporation) Effective August 8, 2016 ARTICLE I OFFICES The Corporation may have offices within and without the State of Delaware as the Board of Directors may from time to time determine. ARTICLE II STOCKHOLDERS 1. Stock Certificates; Uncertificated Shares. (a) The shares of capital stock of the Corporation shall

Six Months Ended June 30, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from eq

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Six Months Ended June 30, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ 28,812 $ (99,418 ) $ 48,661 $ 47,728 $ 39,4

Bylaw Amendment Adopted Effective August 8, 2016

Exhibit 3.2.1 Bylaw Amendment Adopted Effective August 8, 2016 (g) Voting; Proxies. Except as otherwise expressly required by law or provided in the Certificate of Incorporation, each share of capital stock of the Corporation shall entitle the holder thereof to one vote. Except as provided in the next paragraph of this Section 6(g) with respect to the election of directors, any action shall be aut

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2016 Company Reports Quarterly Revenue of $198 Million and Contract Value of $775 Million; Raises Annual Guidance Company Reports Strong Performance from Royall through Key Selling

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Bianca Alonso Washington, D.C. 20037 202.266.5803 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2016 Company Reports Quarterly Revenue of $198 Million and Contract Value of $775 Million; Raises Annual Guidance Company Re

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2016 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commissio

ABCO / Advisory Board Co. (The) / TPG Group Holdings (SBS) Advisors, Inc. Passive Investment

SC 13G 1 groupadvsbs-abco13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 The Advisory Board Company (Name of Issuer) Common Stock, par value $0.01 per share (Titles of Class of Securities) 00762W107 (CUSIP Number) June 10, 2016 (Date of Event Which Requires Filing of this Statement) Check the a

Submission of Matters to a Vote of Security Holders

8-K 1 d206865d8k.htm 8-K 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): June 7, 2016 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of i

Evolent Health SC 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G 1 d170096dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evolent Health, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 30050B101 (CUSIP Number) 800 N. Glebe Road, Suite 500, Arlington, Virginia, (571) 389-6000 (Name, Addres

ABCO / Advisory Board Co. (The) 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283 TH

Three Months Ended March 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Three Months Ended March 31, 2016 Year Ended December 31, 2015 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ 16,036 $ (99,418 ) $ 48,661 $ 47,728 $ 3

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED MARCH 31, 2016 Company Reports Quarterly Revenue of $201 Million, Contract Value of $764 Million, and Member Renewal Rate of 94%; Reaffirms Annual Guidance Performance Underscores the Scala

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Bianca Alonso Washington, D.C. 20037 202.266.5803 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED MARCH 31, 2016 Company Reports Quarterly Revenue of $201 Million, Contract Value of $764 Million, and Member Renewal Rate of 94%; Rea

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2016 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

Advisory Board Co. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte

Advisory Board Co. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Year Ended December 31, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss fr

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Year Ended December 31, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ (99,418 ) $ 12,776 $ 48,661 $ 47,728 $

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of The Advisory Board Company. Name Jurisdiction of Organization Advancement Services, Inc. Virginia ABCO International Holdings, LLC Delaware ABCO Advisory Services India Private Limited India Royall Acquisition Company Delaware Royall & Company Virginia Royall & Company Holding, Inc. Delaware The Advisory Board (

[SIGNATURE PAGES FOLLOW]

Execution Version AMENDMENT NO. 3, dated as of January 15, 2016 (this “Amendment No. 3”), to the Credit Agreement, dated as of February 6, 2015 (as amended by Amendment No. 1 thereto dated as of March 31, 2015 and Amendment No. 2 thereto dated as of October 30, 2015, the “Credit Agreement”), by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A.

ABCO / Advisory Board Co. (The) 10-K - Annual Report - 10-K

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission file number: 000-33283 THE ADVISORY BOARD COMPANY (Exact name of regis

Evolent Health LLC Financial Statements As of December 31, 2015 and 2014 and For the Years Ended December 31, 2015, 2014 and 2013 Evolent Health LLC Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Balance Sheets 3 Sta

Evolent Health LLC Financial Statements As of December 31, 2015 and 2014 and For the Years Ended December 31, 2015, 2014 and 2013 Evolent Health LLC Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Balance Sheets 3 Statements of Operations 4 Statements of Cash Flows 5 Statements of Changes in Members’ Equity and Redeemable Preferred Units 6 Notes to Financial Statem

Advisory Board Co. NT 10-K

NT 10-K 1 d150411dnt10k.htm NT 10-K SEC File Number: 000-33283 CUSIP Number: 00762W107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 23, 2016 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commi

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND CALENDAR YEAR ENDED DECEMBER 31, 2015 Company Reports Quarterly Revenue of $205 Million and Contract Value of $763 Million; Announces Guidance

EX-99.1 2 d112310dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Bianca Alonso Washington, D.C. 20037 202.266.5803 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND CALENDAR YEAR ENDED DECEMBER 31, 2015 Company Reports Quarterly Revenue of $205 Million and Contract Value

ABCO / Advisory Board Co. (The) / PRICE T ROWE ASSOCIATES INC /MD/ - ABCO AS OF 12/31/2015 Passive Investment

SC 13G/A 1 abco13gadec15.htm ABCO AS OF 12/31/2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13) ADVISORY BOARD CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to d

ABCO / Advisory Board Co. (The) / TimesSquare Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d128610dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)1 The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Advisory Board Co. 3G/A (Passive Acquisition of More Than 5% of Shares)

advisoryboardco.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Advisory Board Co/The Title of Class of Securities: Common Stock CUSIP Number: 00762W107 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate bo

Nine Months Ended September 30, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Nine Months Ended September 30, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ 617 $ 15,925 $ 49,892 $ 48,079

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-3328

[SIGNATURE PAGES FOLLOW]

EX-10.1 2 d97873dex101.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2, dated as of October 30, 2015 (this “Amendment No. 2”), to the Credit Agreement, dated as of February 6, 2015 and as amended by Amendment No. 1 thereto dated as of March 31, 2015 (the “Credit Agreement”), among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as adm

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events

8-K 1 d97873d8k.htm FORM 8-K 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): October 30, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdict

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2015 Company Reports Revenue Growth of 39%, Contract Value Growth of 35%, and Announces $100M Increase to Share Repurchase Program

EX-99.1 3 d97873dex991.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Bianca Alonso Washington, D.C. 20037 202.266.5803 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2015 Company Reports Revenue Growth of 39%, Contract Value Growth of 35%, and Announces

THE ADVISORY BOARD COMPANY AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN

THE ADVISORY BOARD COMPANY AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN 1. Purpose The purpose of The Advisory Board Company 2009 Stock Incentive Plan (the “Plan”) is to enable The Advisory Board Company, a Delaware corporation and its Subsidiaries (collectively, the “Company”), to attract, retain and motivate Nonemployee Directors, officers, employees and service providers, and to further align

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283 THE

Six Months Ended June 30, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Six Months Ended June 30, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ (11,684 ) $ 15,925 $ 49,892 $ 48,079

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2015 Company Reports Revenue Growth of 30%, Contract Value Growth of 35%, and Announces Two New Programs

EX-99.1 2 d24726dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Cameron Moss Washington, D.C. 20037 202.266.7538 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2015 Company Reports Revenue Growth of 30%, Contract Value Growth of 35%, and Announces Two New Pr

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commissi

Advisory Board Co. FORM S-8

S-8 1 d942809ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on June 16, 2015 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 52-1468699 (State or other jurisdiction

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITS

Exhibit 10.2 THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (1) Grant. Pursuant to the provisions of The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (as may be amended from time to time, the “Plan”), you, a Participant, have been granted a Restricted Stock Unit Award of Restricted Stock Units (“RSUs”). The grant to you of the RSUs is subject to the

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONS

Exhibit 10.4 THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, The Advisory Board Company, a Delaware corporation (the “Company”), hereby grants to Optionee named below the stock option (the “Option”) to purchase any part or all of the number of shares of its common stock, par value $0.01 per share (the “Common Stock”), that are covered

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 9, 2015 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

The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on June 15, 2015)

EX-10.1 Exhibit 10.1 THE ADVISORY BOARD COMPANY AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN 1. Purpose The purpose of The Advisory Board Company 2009 Stock Incentive Plan (the ?Plan?) is to enable The Advisory Board Company, a Delaware corporation and its Subsidiaries (collectively, the ?Company?), to attract, retain and motivate Nonemployee Directors, officers, employees and service providers,

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR QUALIFIED STOCK OPTIONS

Exhibit 10.3 THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR QUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, The Advisory Board Company, a Delaware corporation (the “Company”), hereby grants to Optionee named below the stock option (the “Option”) to purchase any part or all of the number of shares of its common stock, par value $0.01 per share (the “Common Stock”), that are covered by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283 TH

[Amendment No. 1 Signature Page]

Exhibit 10.9 EXECUTION VERSION AMENDMENT NO. 1, dated as of March 31, 2015 (this “Amendment”), to the Credit Agreement, dated as of February 6, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), eac

Three Months Ended March 31, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or lo

Exhibit 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Three Months Ended March 31, 2015 Nine Months Ended December 31, 2014 Year Ended March 31, 2014 Year Ended March 31, 2013 Year Ended March 31, 2012 Year Ended March 31, 2011 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ (19,115 ) $ 15,925 $ 49,892 $ 48,

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED MARCH 31, 2015 Company Reports Quarterly Revenue growth of 30%, Contract Value growth of 35%, and record Member Renewal Rate of 93%; raises non-GAAP EPS guidance

EX-99.1 2 d921560dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Cameron Moss Washington, D.C. 20037 202.568.7538 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED MARCH 31, 2015 Company Reports Quarterly Revenue growth of 30%, Contract Value growth of 35%, and recor

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2015 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

Advisory Board Co. DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte

Other Events

8-K 1 htm51614.htm LIVE FILING 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): April 15, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdict

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of The Advisory Board Company. Name Jurisdiction of Organization Advancement Services, Inc. Virginia Advisory Board Investments, Inc. Delaware ABCO International Holdings, LLC Delaware ABCO Advisory Services India Private Limited India Royall Acquisition Company Delaware Royall & Company Virginia Royall & Company H

J.P. MORGAN SECURITIES LLC JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10017

Exhibit 10.34 J.P. MORGAN SECURITIES LLC JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036 December 10, 2014 Project Ram $775 Million Senior Secured Credit Facilities Commitment Letter The Advisory Board Company 2445 M Street, NW Washington, D.C. 20037 Attention: Mi

Evolent Health LLC Financial Statements December 31, 2014 and 2013 Evolent Health LLC Table of Contents Page(s) Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations and Comprehensive Loss 3 Statements of

Evolent Health LLC Financial Statements December 31, 2014 and 2013 Evolent Health LLC Table of Contents Page(s) Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations and Comprehensive Loss 3 Statements of Cash Flows 4 Statements of Changes in Members' Equity and Redeemable Preferred Units 5 Notes to Financial Statements 6-20 Report of Independent Regis

FORM OF THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR INDUCEMENT NON-QUALIFIED STOCK OPTIONS

EX-10.41 4 abco12312014exhibit1041.htm EX-10.41 Exhibit 10.41 FORM OF THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR INDUCEMENT NON-QUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, The Advisory Board Company, a Delaware corporation (the “Company”), hereby grants to Optionee named below the stock option (the “Option”) to purchase any part or all of the number of shares of its common sto

Narrative Response to Part III and Question 3 of Part IV of Form 12b-25 of the Company filed on March 3, 2015 with the Securities and Exchange Commission

EX-99.1 2 d882773dex991.htm EX-99.1 Exhibit 99.1 Narrative Response to Part III and Question 3 of Part IV of Form 12b-25 of the Company filed on March 3, 2015 with the Securities and Exchange Commission The Advisory Board Company (the “Company”) could not file its Transition Report on Form 10-K for the transition period ended December 31, 2014 (the “transition period”) without unreasonable effort

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K/A 1 d882773d8ka.htm FORM 8-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-3

FORM OF THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR INDUCEMENT RESTRICTED STOCK UNITS

Exhibit 10.40 FORM OF THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR INDUCEMENT RESTRICTED STOCK UNITS (1) Grant. Pursuant to the provisions of The Advisory Board Company Inducement Stock Incentive Plan for Royall Employees (the “Plan”), you, a Participant, have been granted a Restricted Stock Unit Award of Restricted Stock Units (“RSUs”). The grant to you of the RSUs is subject to the following p

ABCO / Advisory Board Co. (The) 10-KT - - 10-KT

10-KT 1 abco-20141231x10kt.htm 10-KT Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2014 to December 31, 2014 Commission file number

ABCO / Advisory Board Co. (The) NT 10-K - - NT 10-K

NT 10-K 1 d882677dnt10k.htm NT 10-K SEC File Number: 000-33283 CUSIP Number: 00762W107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: þ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Repor

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d871409d8k.htm FORM 8-K 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): February 11, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdi

ABCO / Advisory Board Co. (The) / TimesSquare Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d867165dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)1 The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND NINE MONTH PERIOD ENDED DECEMBER 31, 2014 Company Reports Quarterly Revenue of $150 Million and Contract Value of $602 Million; Announces Launch of Two New Programs; Announces Guidance

EX-99.1 2 d871409dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Cameron Moss Washington, D.C. 20037 202.266.7538 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND NINE MONTH PERIOD ENDED DECEMBER 31, 2014 Company Reports Quarterly Revenue of $150 Million and Contract

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 6, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commis

J.P. Morgan CREDIT AGREEMENT dated as of February 6, 2015 THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC.,

EX-10.1 Exhibit 10.1 J.P. Morgan CREDIT AGREEMENT dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC and SUNTRUST BANK, as Co-Syndication Agents CITIZENS BANK, N.A., PNC CAPITAL MARKETS LLC, REGIONS BANK, M

ABCO / Advisory Board Co. (The) / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 advisoryboardco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Advisory Board Co/The Title of Class of Securities: Common Stock CUSIP Number: 00762W107 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule pursuant

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 6, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (t

ABCO / Advisory Board Co. (The) / PRICE T ROWE ASSOCIATES INC /MD/ - ABCO AS OF 12/31/2014 Passive Investment

SC 13G/A 1 abco13gadec14.htm ABCO AS OF 12/31/2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12) ADVISORY BOARD CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to d

W I T N E S S E T H :

EX-10.3 4 d867136dex103.htm EX-10.3 Exhibit 10.3 GUARANTY THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of February 6, 2015 by and among each of the Domestic Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domes

THE ADVISORY BOARD COMPANY INDUCEMENT STOCK INCENTIVE PLAN FOR ROYALL EMPLOYEES

EX-4.4 2 d866849dex44.htm EX-4.4 Exhibit 4.4 THE ADVISORY BOARD COMPANY INDUCEMENT STOCK INCENTIVE PLAN FOR ROYALL EMPLOYEES 1. Purpose The purpose of The Advisory Board Company Inducement Stock Incentive Plan for Royall Employees (the “Plan”) is to enable The Advisory Board Company, a Delaware corporation and its Subsidiaries (collectively, the “Company”), to award Options and Restricted Stock Un

ABCO / Advisory Board Co. (The) S-8 - - FORM S-8

S-8 1 d866849ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on February 9, 2015 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 52-1468699 (State or other jurisdicti

ABCO / Advisory Board Co. (The) / Chs Capital Llc - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Advisory Board Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00726W107 (CUSIP Number) January 27, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

THE ADVISORY BOARD COMPANY 4,700,000 Shares of Common Stock Underwriting Agreement

EX-1.1 2 d854494dex11.htm EX-1.1 Exhibit 1.1 THE ADVISORY BOARD COMPANY 4,700,000 Shares of Common Stock Underwriting Agreement January 21, 2015 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: The A

Financial Statements and Exhibits, Other Events

Form 8-K 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): January 21, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee (2) Common stock, par value

Table of Contents Filed Pursuant to Rule 424(b)(5) and 424(b)(7) Registration No. 333-201608 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered (1) Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee (2) Common stock, par value $0.01 per share 5,405,000 $43.00 $232,415,000 $27,007 (1)

Computation of ratio of earnings to fixed charges (a)

EX-12.1 EXHIBIT 12.1 Computation of ratio of earnings to fixed charges (a) (dollars in thousands) Six Months Ended Year Ended Year Ended Year Ended Year Ended Year Ended September 30, 2014 March 31, 2014 March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 Pre-tax income from continuing operations before adjustment for income or loss from equity investees $ 18,193 $ 49,892 $ 48,079 $ 39,406

Unaudited Pro Forma Combined Financial Statements

Exhibit 99.2 Unaudited Pro Forma Combined Financial Statements On January 9, 2015, after the end of our most recent fiscal period, we completed our acquisition of Royall Acquisition Co. (“Royall”), a leading provider of strategic, data-driven student engagement and enrollment management, financial aid optimization, and alumni fundraising solutions to the higher education industry. In connection wi

ABCO / Advisory Board Co. (The) S-3ASR - - S-3ASR

Table of Contents As filed with the Securities and Exchange Commission on January 20, 2015 Registration No.

Other Events

Form 8-K 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): January 20, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation

Royall Acquisition Co. and Subsidiaries Consolidated Financial Statements As of June 30, 2012, 2013 and 2014 and for the period December 23, 2011 to June 30, 2012 and years ended June 30, 2013 and 2014 (Successor) and period July 1, 2011 to December

EX-99.1 3 d853612dex991.htm EX-99.1 Exhibit 99.1 Royall Acquisition Co. and Subsidiaries Consolidated Financial Statements As of June 30, 2012, 2013 and 2014 and for the period December 23, 2011 to June 30, 2012 and years ended June 30, 2013 and 2014 (Successor) and period July 1, 2011 to December 22, 2011 (Predecessor) Royall Acquisition Co. and Subsidiaries Index June 30, 2014 Page(s) Independen

ABCO / Advisory Board Co. (The) / Chs Capital Llc - SC 13G Passive Investment

SC 13G 1 d853802dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 The Advisory Board Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00726W107 (CUSIP Number) January 9, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of inc

4,700,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) and 424(b)(7) Registration No. 333-201608 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not

REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT THE ADVISORY BOARD COMPANY ROYALL HOLDINGS, LLC Dated as of January 9, 2015 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Definitions 1 ARTICLE 2 REGISTRATION RIGHTS 6 2.1 Securities Subject to Articl

Exhibit 10.4 REGISTRATION RIGHTS AND GOVERNANCE AGREEMENT Between THE ADVISORY BOARD COMPANY And ROYALL HOLDINGS, LLC Dated as of January 9, 2015 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.1 Definitions 1 ARTICLE 2 REGISTRATION RIGHTS 6 2.1 Securities Subject to Article 2 6 2.2 Demand Registration 7 2.3 Piggy-Back Registration 8 2.4 Cutbacks 9 2.5 Selection of Underwriters 11 2.6 Blackout Pe

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K 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): January 9, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation)

J.P. Morgan CREDIT AGREEMENT dated as of January 9, 2015 THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING BARCLAYS

EX-10.1 Exhibit 10.1 J.P. Morgan CREDIT AGREEMENT dated as of January 9, 2015 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING and BARCLAYS BANK PLC as Co-Syndication Agents J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGA

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 9, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (to

W I T N E S S E T H:

EX-10.3 4 d850222dex103.htm EX-10.3 Exhibit 10.3 GUARANTY THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of January 9, 2015 by and among each of the Domestic Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domest

Other Events

8-K 1 d849782d8k.htm FORM 8-K 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): January 9, 2015 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdict

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 10, 2014 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commi

STOCK PURCHASE AGREEMENT by and among ROYALL HOLDINGS, LLC, ROYALL ACQUISITION CO. THE ADVISORY BOARD COMPANY DECEMBER 10, 2014 Table of Contents Page ARTICLE I PURCHASE AND SALE OF THE SHARES 1 1.01 Purchase and Sale of the Shares 1 1.02 Estimated C

Exhibit 2.1 EXECUTION STOCK PURCHASE AGREEMENT by and among ROYALL HOLDINGS, LLC, ROYALL ACQUISITION CO. and THE ADVISORY BOARD COMPANY DECEMBER 10, 2014 Table of Contents Page ARTICLE I PURCHASE AND SALE OF THE SHARES 1 1.01 Purchase and Sale of the Shares 1 1.02 Estimated Cash Purchase Price and Stock Consideration 1 1.03 The Closing 1 1.04 The Closing Transactions 2 1.05 Purchase Price Adjustme

The Advisory Board Company to Acquire Royall & Company, Extending Unique and Powerful Business Model Further into Higher Education

EX-99 Exhibit 99 The Advisory Board Company to Acquire Royall & Company, Extending Unique and Powerful Business Model Further into Higher Education • Combination adds Royall & Company’s Strategic, Data-Driven Student Engagement and Enrollment Solution as a Renewable, Scalable Platform for Growth and Expansion • Accelerates The Advisory Board Company’s Path to Scaling its Higher Education Business

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d836556d8k.htm FORM 8-K 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): December 10, 2014 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-3328

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): November 6, 2014 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Co

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2014 Company Reports Quarterly Revenue of $144 Million and Contract Value of $562 million; announces a change to its fiscal year end

EX-99.1 2 d816334dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Cameron Moss Washington, D.C. 20037 202.266.7538 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2014 Company Reports Quarterly Revenue of $144 Million and Contract Value of $562 million

Submission of Matters to a Vote of Security Holders

Form 8-K 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): September 4, 2014 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2014 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283 THE

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2014 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commissio

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2014 Company Reports Quarterly Revenue of $142 Million, Contract Value Growth of 15%, and Announces New Program

Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Cameron Moss Washington, D.C. 20037 202.266.7538 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2014 Company Reports Quarterly Revenue of $142 Million, Contract Value Growth of 15%, and Announces New Program WASHINGTON, D.C. —

ABCO / Advisory Board Co. (The) DEF 14A - - DEF 14A

DEF 14A 1 d757008ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Us

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 abco-20140331x10k.htm 10-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONS

Exhibit 10.18 THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONS FOR GOOD AND VALUABLE CONSIDERATION, The Advisory Board Company, a Delaware corporation (the “Company”), hereby grants to Optionee named below the stock option (the “Option”) to purchase any part or all of the number of shares of its common stock, par value $0.01 per share (the “Common Stock”), that are covere

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of The Advisory Board Company. Name Jurisdiction of Organization Advisory Board Investments, Inc. Delaware Concuity Limited Cyprus ABCO International Holdings, LLC Delaware ABCO Advisory Services India Private Limited India The Advisory Board (Chile) SpA Chile AdBoard International Pte. Ltd. Singapore HealthPost, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2014 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

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND FISCAL YEAR ENDED MARCH 31, 2014 Company Reports Quarterly Revenue of $138 Million, Contract Value Growth of 16%, and Member Renewal Rate of 90%; Announces Launch of New Program

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. c/o Cameron Moss Washington, D.C. 20037 202.266.7538 www.advisory.com [email protected] THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND FISCAL YEAR ENDED MARCH 31, 2014 Company Reports Quarterly Revenue of $138 Million, Contract Value Growth of 16%, and Member Renewal

ABCO / Advisory Board Co. (The) / PRICE T ROWE ASSOCIATES INC /MD/ - ABCO AS OF 12/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* ADVISORY BOARD CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

ABCO / Advisory Board Co. (The) / TimesSquare Capital Management, LLC - SCHEDULE 13G AMENDMENT NO. 7 Passive Investment

Schedule 13G Amendment No. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)1 The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

ABCO / Advisory Board Co. (The) / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 advisoryboard.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Advisory Board Co/The Title of Class of Securities: Common Stock CUSIP Number: 00762W107 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2013 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283

Very truly yours,

Exhibit 10.2 February 5, 2014 Robert W. Musslewhite Chief Executive Officer 2445 M Street NW Washington DC 20037 Re: Collaboration Agreement, dated as of February 6, 2007, by and between The Corporate Executive Board Company and The Advisory Board Company (as previously amended, the ?Collaboration Agreement?) Dear Robert: This letter confirms that The Corporate Executive Board Company (?CEB?) and

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K 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): February 6, 2014 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED DECEMBER 31, 2013 Company Reports Quarterly Revenue of $131 Million and Contract Value Growth of 16%; Issues Guidance for Calendar Year 2014; and Announces Launch of New Programs

EX-99.1 2 d672389dex991.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum The Advisory Board Company Chief Financial Officer 2445 M Street, N.W. 202.266.5876 Washington, D.C. 20037 [email protected] www.advisory.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED DECEMBER 31, 2013 Company Reports Quarterly Revenue of $131 Million and Contract Value Growth of 16%; Issues Guidance

- S-8

S-8 1 d625761ds8.htm S-8 As filed with the Securities and Exchange Commission on November 12, 2013 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 52-1468699 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-3328

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2013 Company Reports Quarterly Revenue Growth of 16%, Contract Value of $491 Million, and Announces Acquisition of Care Team Connect, Inc.

Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 www.advisory.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2013 Company Reports Quarterly Revenue Growth of 16%, Contract Value of $491 Million, and Announces Acquisition of Care Team Connect, Inc. W

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2013 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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): September 5, 2013 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 d555141d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Comm

Financial Statements and Exhibits, Results of Operations and Financial Condition - LIVE FILING

The Advisory Board Company (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2013 Company Reports Quarterly Revenue Growth of 18%, Contract Value Growth of 16%, and Announces New Program

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 www.advisory.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2013 Company Reports Quarterly Revenue Growth of 18%, Contract Value Growth of 16%, and Announces New Program WASHINGTON, D.C. — (July 31

- NOTICE AND PROXY STATEMENT

Notice and Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-33283 THE ADVISORY BOA

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of The Advisory Board Company. Name Jurisdiction of Organization Advisory Board Investments, Inc. Delaware Concuity Limited Cyprus ABCO International Holdings, LLC Delaware ABCO Advisory Services India Private Limited India 360Fresh, Inc. Delaware The Advisory Board (Chile) SpA Chile AdBoard International Pte. Ltd.

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND FISCAL YEAR ENDED MARCH 31, 2013 Company Reports Quarterly Revenue Growth of 19%, Contract Value Growth of 17%, and Member Renewal Rate of 90%; Announces New Program and $100M Increase to Sha

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 www.advisory.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND FISCAL YEAR ENDED MARCH 31, 2013 Company Reports Quarterly Revenue Growth of 19%, Contract Value Growth of 17%, and Member Renewal Rate of 90%; Anno

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K 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 9, 2013 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Co

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), by and between The Advisory Board Company (the “Company”) and Robert W. Musslewhite (“Executive”), originally dated as of September 12, 2008, is amended and restated as of April 3, 2013. 1. Duties and Scope of Employment. (a) Positions and Duties. Effective as of Septem

THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN

Exhibit 10.3 THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1. Purpose: By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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): April 2, 2013 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), by and between The Advisory Board Company (the “Company”) and David L. Felsenthal (“Executive”), originally dated as of September 12, 2008, is amended and restated as of April 3, 2013. 1. Duties and Scope of Employment. (a) Positions and Duties. Effective as of Septembe

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CORRESP 1 filename1.htm March 1, 2013 Via EDGAR Mr. Robert F. Telewicz Jr. Senior Staff Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Re: The Advisory Board Company Form 10-Q for the quarterly period ended September 30, 2012 File No. 000-33283 Ladies and Gentlemen: The Advisory Board Company (the “Company”) hereby submits it

ABCO / Advisory Board Co. (The) / VANGUARD GROUP INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Advisory Board Co/The Title of Class of Securities: Common Stock CUSIP Number: 00762W107 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

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February 14, 2013 Via EDGAR Mr. Robert F. Telewicz Jr. Senior Staff Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Re: The Advisory Board Company Form 10-K for the fiscal year ended March 31, 2012, and Form 10-Q for the quarterly period ended September 30, 2012 File No. 000-33283 Ladies and Gentlemen: The Advisory Board Compa

ABCO / Advisory Board Co. (The) / VANGUARD GROUP INC Passive Investment

SC 13G 1 advisoryboardco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Advisory Board Co/The Title of Class of Securities: Common Stock CUSIP Number: 00762W107 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2012 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283

ABCO / Advisory Board Co. (The) / PRICE T ROWE ASSOCIATES INC /MD/ - ABCO AS OF 12/31/12 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* ADVISORY BOARD CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED DECEMBER 31, 2012 Company Reports Quarterly Revenue and Contract Value Growth of 18%; Issues Guidance for Calendar Year 2013; and Announces Acquisition of 360Fresh and the Launch of Two New

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] www.advisory.com The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED DECEMBER 31, 2012 Company Reports Quarterly Revenue and Contract Value Growth of 18%; Issues Guidance for Calendar Year 201

Financial Statements and Exhibits, Results of Operations and Financial Condition - LIVE FILING

The Advisory Board Company (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

ABCO / Advisory Board Co. (The) / TimesSquare Capital Management, LLC - AMENDMENT NO. 6 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 d476883dsc13ga.htm AMENDMENT NO. 6 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)1 The Advisory Board Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 00762W107 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Ch

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2445 M Street NW | Washington DC 20037 P 202.266.5600 | F 202.266.5700 | advisory.com January 28, 2013 Via EDGAR Mr. Robert F. Telewicz Jr. Senior Staff Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.W. Washington, D.C. 20549 Re: The Advisory Board Company Form 10-K for the fiscal year ended March 31, 2012, and Form 10-Q for the quarterly period ended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2012 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-3328

RESTATED CERTIFICATE OF INCORPORATION OF THE ADVISORY BOARD COMPANY (Originally incorporated August 9, 2001)

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF THE ADVISORY BOARD COMPANY (Originally incorporated August 9, 2001) The Advisory Board Company was originally incorporated under the name “ABC MERGE CO.” This Restated Certificate of Incorporation was duly adopted by the corporation’s Board of Directors effective as of September 11, 2012 in accordance with Section 245 of the General Corporation

Financial Statements and Exhibits, Results of Operations and Financial Condition - LIVE FILING

The Advisory Board Company (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2012 Company Reports Quarterly Revenue Growth of 21%, Contract Value Growth of 20%, and Announces Acquisition of ActiveStrategy

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 www.advisory.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2012 Company Reports Quarterly Revenue Growth of 21%, Contract Value Growth of 20%, and Announces Acquisition of ActiveStrategy WASH

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d411525d8k.htm FORM 8-K 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): September 11, 2012 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisd

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE ADVISORY BOARD COMPANY (Originally incorporated August 9, 2001) Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE ADVISORY BOARD COMPANY (Originally incorporated August 9, 2001) Pursuant to Section 242 of the General Corporation Law of the State of Delaware The Advisory Board Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2012 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-33283 THE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 30, 2012 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction of incorporation) (Commissio

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.3 Exhibit 10.3 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 30, 2012 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages

CREDIT AGREEMENT dated as of July 30, 2012 THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent SUNTRUST BANK as Syndication Agent BANK OF AMERICA, N.A., CITIBANK, N.A. WELLS FARGO BANK, NATIONAL ASSOC

Exhibit 10.1 Exhibit 10.1 CREDIT AGREEMENT dated as of July 30, 2012 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent SUNTRUST BANK as Syndication Agent and BANK OF AMERICA, N.A., CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents J.P. MORGAN SECURITIES LLC as Sole Bookrunner and Joint Lead Arranger and SU

W I T N E S S E T H :

Exhibit 10.2 Exhibit 10.2 GUARANTY THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 30, 2012 by and among each of the Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domestic Subsidiaries of the Borrower wh

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 htm45688.htm LIVE FILING 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): July 31, 2012 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdicti

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2012 Company Reports Quarterly Revenue Growth of 30%, Contract Value Growth of 26%, Updates Revenue and Earnings Guidance, and Announces New Program

EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 www.advisory.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER ENDED JUNE 30, 2012 Company Reports Quarterly Revenue Growth of 30%, Contract Value Growth of 26%, Updates Revenue and Earnings Guidance, and Announces

- DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte

- PRELIMINARY PROXY STATEMENT

PRE 14A 1 d375282dpre14a.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for

Other Events

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): June 18, 2012 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction (Commission (I.R.S. Employer

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-33283 THE ADVISORY BOA

Subsidiaries of the Registrant

Exhibit 21.1 Exhibit 21.1 Subsidiaries of the Registrant The following is a list of subsidiaries of The Advisory Board Company. Name Jurisdiction of Organization Advisory Board Investments, Inc. Delaware Concuity Limited Cyprus ABCO International Holdings, LLC Delaware ABCO Advisory Services India Private Limited India

THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND FISCAL YEAR ENDED MARCH 31, 2012; ANNOUNCES TWO-FOR-ONE STOCK SPLIT Company Reports Quarterly Revenue Growth of 33%, Contract Value Growth of 31%, and Member Renewal Rate of 92%; Announces Ne

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit 99.1 Contact: Michael Kirshbaum Chief Financial Officer 202.266.5876 [email protected] The Advisory Board Company 2445 M Street, N.W. Washington, D.C. 20037 www.advisoryboardcompany.com THE ADVISORY BOARD COMPANY REPORTS RESULTS FOR QUARTER AND FISCAL YEAR ENDED MARCH 31, 2012; ANNOUNCES TWO-FOR-ONE STOCK SPLIT Company Reports Quarterly Revenue Growth of 3

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 htm44939.htm LIVE FILING 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 1, 2012 The Advisory Board Company (Exact name of registrant as specified in its charter) Delaware 000-33283 52-1468699 (State or other jurisdiction

ABCO / Advisory Board Co. (The) / PRICE T ROWE ASSOCIATES INC /MD/ - ABCO 03/31/2012 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* ADVISORY BOARD CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00762W107 (CUSIP Number) March 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is f

ABCO / Advisory Board Co. (The) / PRICE T ROWE ASSOCIATES INC /MD/ - ABCO 03/31/2012 Passive Investment

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