8-K
false 0001437578 0001437578 2020-06-16 2020-06-16

 

 

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 16, 2020

 

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-35780

 

80-0188269

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

200 Talcott Avenue

Watertown, Massachusetts

 

02472

(Address of principal executive offices)

 

(Zip code)

Registrant’s telephone number, including area code: (617) 673-8000

Not Applicable

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

 

BFAM

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).

Emerging growth company  

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

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

On June 16, 2020, the Company held its annual meeting of shareholders pursuant to notice duly given. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement as filed with the Securities and Exchange Commission on April 27, 2020.

Proposal One: Election of Directors

All of the Board’s nominees for director were elected to serve on the Company’s Board of Directors for a term of three years, as follows:

Nominee

 

For

   

Against

   

Abstain

   

Broker Non-Votes

 

Stephen H. Kramer

   

54,379,048

     

482,040

     

12,780

     

637,528

 

Dr. Sara Lawrence-Lightfoot

   

50,900,602

     

3,962,654

     

10,612

     

637,528

 

David H. Lissy

   

53,413,733

     

1,418,234

     

41,901

     

637,528

 

Cathy E. Minehan

   

54,658,877

     

202,836

     

12,155

     

637,528

 

Proposal Two: Advisory Vote on Named Executive Officer Compensation

The Company’s shareholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers, as follows:

For

 

Against

 

Abstain

 

Broker Non-Votes

50,648,797

 

4,066,149

 

158,922

 

637,528

Proposal Three: Ratification of the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as follows:

For

 

Against

 

Abstain

55,247,449

 

258,252

 

5,695

The proposal to ratify the appointment of Deloitte & Touche LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

 

 

 

             

Date: June 17, 2020

 

 

By:

 

/s/ Elizabeth J. Boland

 

 

 

Elizabeth J. Boland

 

 

 

Chief Financial Officer