UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 24, 2021, 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 29, 2021.
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 | ||||
| Julie Atkinson |
55,918,864 | 1,105,739 | 22,780 | 659,956 | ||||
| Jordan Hitch |
54,448,347 | 2,537,506 | 61,530 | 659,956 | ||||
| Laurel J. Richie |
54,977,393 | 2,047,209 | 22,781 | 659,956 | ||||
| Mary Ann Tocio |
54,963,373 | 2,061,104 | 22,906 | 659,956 |
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 | |||
| 51,810,409 | 5,073,765 | 163,209 | 659,956 |
Proposal Three: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The Company’s shareholders selected “1 YEAR” as the preferred frequency at which the Company should hold an advisory vote on executive officer compensation. The final voting results were as follows:
| 1 Year |
2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 56,406,263 | 92,746 | 531,036 | 17,338 | 659,956 |
The Company’s Board of Directors previously determined that the Company would automatically follow the vote of a majority of votes cast by shareholders in determining the frequency of future advisory votes on named executive officer compensation. The Company’s shareholders voted that the Company will hold future advisory votes on named executive compensation every year, as was recommended with respect to this proposal by the Company’s Board of Directors in the Company’s definitive Proxy Statement. Based on the results of the vote, and consistent with the Board of Directors’ recommendation, the Company has determined to continue to hold advisory votes on named executive officer compensation every year until the next shareholder advisory vote on the frequency of holding future advisory votes on named executive officer compensation, which shall be no later than the Company’s 2027 annual meeting of shareholders.
Proposal Four: 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, 2021, as follows:
| For |
Against | Abstain | ||
| 56,549,296 | 1,144,343 | 13,700 |
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.
SIGNATURES
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 24, 2021 |
By: | /s/ Elizabeth J. Boland | |||
| Elizabeth J. Boland | ||||||
| Chief Financial Officer | ||||||