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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 BrightView Holdings, Inc. 8-K:5 3/05/24 10:204K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 5: R1 Cover HTML 45K 7: XML IDEA XML File -- Filing Summary XML 11K 10: XML XBRL Instance -- tm247878d1_8k_htm XML 15K 6: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 3: EX-101.LAB XBRL Labels -- bv-20240305_lab XML 96K 4: EX-101.PRE XBRL Presentations -- bv-20240305_pre XML 64K 2: EX-101.SCH XBRL Schema -- bv-20240305 XSD 12K 8: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 9: ZIP XBRL Zipped Folder -- 0001104659-24-031075-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported): i March 5, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38579 | i 46-4190788 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i Blue Bell, i Pennsylvania i 19422
(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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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 |
| i Common stock, $0.01 par value | i BV | i 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5, 2024, BrightView Holdings, Inc. (the “Company”) held its 2024 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 18, 2024. 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 2025 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 | 138,161,026 | 958,805 | 4,577,049 | |||||||||
| Dale Asplund | 137,836,708 | 1,283,123 | 4,577,049 | |||||||||
| Jane Okun Bomba | 125,454,460 | 13,665,371 | 4,577,049 | |||||||||
| William Cornog | 136,396,877 | 2,722,954 | 4,577,049 | |||||||||
| Frank Lopez | 137,899,964 | 1,219,867 | 4,577,049 | |||||||||
| Paul E. Raether | 136,418,551 | 2,701,280 | 4,577,049 | |||||||||
| Richard W. Roedel | 134,952,296 | 4,167,535 | 4,577,049 | |||||||||
| Mara Swan | 137,757,558 | 1,362,273 | 4,577,049 | |||||||||
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 2025 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 2024.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| 143,635,255 | 58,262 | 3,363 | N/A | |||||||||||
Proposal No. 3 - Approval of Amendment to Amended and Restated 2018 Omnibus Incentive Plan
The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2018 Omnibus Incentive Plan to increase the amount of shares currently authorized for issuance thereunder by 6,000,000 shares.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| 126,074,328 | 13,020,440 | 25,063 | 4,577,049 | |||||||||||
Proposal No. 4 - Approval of Amendment to 2018 Employee Stock Purchase Plan
The Company’s stockholders approved an amendment to the Company’s 2018 Employee Stock Purchase Plan to increase the number of shares reserved for future purchases thereunder by 1,000,000 shares.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| 138,961,033 | 135,077 | 23,721 | 4,577,049 | |||||||||||
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.
| BrightView Holdings, Inc. | ||
| Date: March 5, 2024 | By: | /s/ Jonathan M. Gottsegen |
| Name: | Jonathan M. Gottsegen | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 3/5/24 | DEF 14A | ||
| 1/18/24 | 8-K, ARS, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 BrightView Holdings, Inc. S-8 3/07/24 4:130K Toppan Merrill/FA |