BrightView Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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
Date of Report (Date
Earliest Event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(
(Address, including zip code, and telephone
number,
including area code, of registrant’s principal executive offices)
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:
| 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 |
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 5.07 | Submission of Matters to a Vote of Security Holders |
On March 4, 2025, BrightView Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the matters described in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 16, 2025 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| Votes Cast For | Votes Withheld | Broker Non-Votes | ||||||||||
| James R. Abrahamson | 116,329,780 | 22,377,745 | 4,639,069 | |||||||||
| Dale A. Asplund | 137,899,814 | 807,711 | 4,639,069 | |||||||||
| Jane Okun Bomba | 137,517,181 | 1,190,344 | 4,639,069 | |||||||||
| William Cornog | 133,108,089 | 5,599,436 | 4,639,069 | |||||||||
| Frank Lopez | 136,768,586 | 1,938,989 | 4,639,069 | |||||||||
| Paul E. Raether | 134,006,771 | 4,700,754 | 4,639,069 | |||||||||
| Mara Swan | 136,736,773 | 1,970,752 | 4,639,069 | |||||||||
Additionally, the holders of the Company’s Series A Convertible Preferred Stock elected the persons listed below as directors for a one-year term expiring at the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| Votes Cast For | Votes Withheld | Broker Non-Votes | ||||||||||
| Kurtis Barker | 500,000 | 0 | 0 | |||||||||
| Joshua Goldman | 500,000 | 0 | 0 | |||||||||
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 142,428,404 | 901,214 | 16,976 | N/A | ||||||||
Proposal No. 3 – Non-Binding, Advisory Vote on Executive Compensation
The Company’s stockholders approved a non-binding advisory resolution approving the compensation paid to the named executive officers as disclosed in the Proxy Statement.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 136,005,367 | 2,606,791 | 95,367 | 4,639,069 | ||||||||
Proposal No. 4 – Non-Binding Proposal to Approve the Frequency (One, Two or Three Years) of the Non-Binding, Advisory Stockholder vote to approve the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved a three-year frequency for the non-binding advisory stockholder vote to approve the compensation paid to the Company’s named executive officers, by the votes set forth below.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |||||||||||||
| 42,264,109 | 408,827 | 96,032,663 | 1,926 | 4,639,069 | |||||||||||||
In light of this vote and consistent with the Company’s recommendation, the Company intends to include a non-binding advisory stockholder vote to consider the compensation paid to its named executive officers every three years until the next required vote on the frequency of the non-binding advisory vote to approve the compensation paid to Company’s named executive officers. The Company is required to hold a vote on frequency every six years.
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.
| Date: March 5, 2025 | BrightView Holdings, Inc. | |
| By: | /s/ Jonathan M. Gottsegen | |
| Name: | Jonathan M. Gottsegen | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |