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): March 28, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (617 ) 673-8000
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On March 28, 2024, Dr. Sara Lawrence-Lightfoot, a member of the Bright Horizons Family Solutions Inc. (the “Company”) Board of Directors (the “Board”), informed the Board of her intent to retire from the Board after more than thirty years of service, effective June 5, 2024. Dr. Lawrence-Lightfoot currently serves as a member of the Board’s Nominating and Corporate Governance Committee. Dr. Lawrence-Lightfoot’s retirement is not due to any disagreement with the Company. In connection with Dr. Lawrence-Lightfoot’s retirement, it is expected the Board will decrease its size and make other changes to equally balance the membership among the classes of directors.
Forward Looking Statements
This release includes statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” The Company’s actual results may vary significantly from the results anticipated in these forward-looking statements. These forward-looking statements include all matters that are not historical facts and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, future Board size. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties are described in the “Risk Factors” section of our Annual Report on Form 10-K filed February 27, 2024, and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the time of this report and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law.
| Item 7.01 | Regulation FD Disclosure | ||||
On March 28, 2024, the Company issued a press release announcing Dr. Lawrence-Lightfoot’s retirement. The press release, which is attached hereto and furnished as Exhibit 99.1 to this Current Report on Form 8-K, is hereby incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: | March 28, 2024 | By: | /s/ Elizabeth Boland | ||||||||
| Elizabeth Boland | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Bright Horizons announces retirement of Dr. Sara Lawrence-Lightfoot from the Board of Directors
NEWTON, MA – (NEWSROOM) – March 28, 2024 – Bright Horizons Family Solutions® Inc. (NYSE: BFAM) announced today that Dr. Sara Lawrence-Lightfoot will retire from the Board of Directors effective June 5, 2024. Dr. Lawrence-Lightfoot has served on the Board since 1993 and has enriched the organization with her deep insights and expertise in child development, teacher training, classroom cultures, family/school relationships, and curriculum development.
“It has been a great honor over the past thirty years to support Bright Horizons and its mission of providing high-quality education and care to children and families,” said Dr. Lawrence-Lightfoot. “As an educator and sociologist, my life-long mission has been to make a lasting difference in the world through education. Bright Horizons shares that mission along with a deep commitment to early educators, to professionalizing the field and to honoring the work of those who devote themselves to young children and inspiring their life-long learning.”
Board Chair David Lissy had strong praise and admiration for Dr. Lawrence-Lightfoot, “Sara has left an indelible mark on me personally and on Bright Horizons as a whole. Her grace, wisdom, experience and perspective have informed how we do our work, educate young children and support our teachers. Her focus on education and educators has helped Bright Horizons grow into what we are today. On behalf of the Board and the entire Bright Horizons family, we thank Sara for her three decades of service and invaluable guidance.”
Bright Horizons CEO Stephen Kramer added, “Sara’s impact on Bright Horizons will be ever-lasting. She has devoted her life and career to the intersection of human development and social change. She has brought that understanding to our organization through her work on our Board and her devotion to the true heroes – our educators – who are the foundation of the Bright Horizons family. It has been our great honor to have Sara’s leadership on our Board, and we are committed to ensuring her legacy continues to shine through our work for years to come.”
About Bright Horizons Family Solutions Inc.
Bright Horizons® is a leading global provider of high-quality early education and child care, back-up care, and workforce education services. For more than 35 years, we have partnered with employers to support workforces by providing services that help working families and employees thrive personally and professionally. Bright Horizons operates approximately 1,050 early education and child care centers in the United States, the United Kingdom, the Netherlands, Australia and India, and serves more than 1,450 of the world’s leading employers. Bright Horizons’ early education and child care centers, back-up child and elder care, and workforce education programs help employees succeed at each life and career stage. For more information, go to www.brighthorizons.com.