13D Filing: Elliott Associates, L.P. and Advisory Board Co (ABCO)

Exhibit 99.1

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

THIS STOCKHOLDER VOTING AND SUPPORT AGREEMENT (this “Agreement“) is made and entered into as of August 28, 2017 by and between OptumInsight, Inc., a Delaware corporation (“Parent“), on the one hand, and Elliott Associates, L.P., a Delaware limited partnership (“Elliott“), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International“), and Elliott International Capital Advisors Inc., a Delaware corporation (“Elliott International Capital” and, together with Elliott and Elliott International and each of their controlled Affiliates, the “Stockholders“), on the other hand.

WHEREAS, concurrently with the execution of this Agreement, The Advisory Board Company (the “Company“), Parent and Apollo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub“), have entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement“), dated as of the date hereof, pursuant to which Merger Sub will be merged with and into the Company, with the Company being the surviving entity of such merger and a wholly owned subsidiary of Parent (the “Merger“), in each case on the terms, and subject to the conditions, set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Stockholder is the beneficial owner (for purposes of this Agreement, “beneficial owner” (including “beneficially own” and other correlative terms) shall have the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act“)) of the number of shares of Company Common Stock set forth opposite the name of such Stockholder on Schedule I hereto; and

WHEREAS, as an inducement to Parent’s willingness to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement and vote their Subject Shares as described herein.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.       Certain Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a)        “Subject Shares” shall mean, with respect to each Stockholder, such shares of Company Common Stock set forth opposite the name of such Stockholder on Schedule I hereto, together with all Company Common Stock for which the Stockholder is or becomes the record or beneficial owner prior to the termination of this Agreement, and shall not include (x) shares of Company Common Stock with respect to which the Stockholder only has economic exposure through cash-settled swaps,  (y) any cash-settled swaps and (z) any shares of Company Common Stock that a Stockholder sells or otherwise disposes of following the date of this Agreement.

2.       Transfer of Voting Rights.  Except as otherwise permitted by this Agreement, each Stockholder hereby agrees that, at all times commencing on the date hereof until the termination of this Agreement, the Stockholder shall not deposit, or permit the deposit of, any of the Stockholder’s Subject Shares in a voting trust, grant any proxy or power of attorney in respect of the Stockholder’s Subject Shares, or enter into any voting agreement or similar arrangement, commitment or understanding with respect to the Stockholder’s Subject Shares in violation of this Agreement.