Current Report Filing (8-k)
March 26 2019 - 5:17PM
Edgar (US Regulatory)
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 26, 2019
BrightView Holdings, Inc.
(Exact name of registrant as specified
in its charter)
|
|
|
|
|
Delaware
|
|
001-38579
|
|
46-4190788
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
401 Plymouth Road
Suite 500
Plymouth Meeting, Pennsylvania 19462-1646
(484) 567-7204
(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))
|
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 26, 2019, BrightView Holdings, Inc.
(the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual
Meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on January 28, 2019 (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 2020 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
|
|
|
89,609,585
|
|
|
|
5,329,926
|
|
|
|
1,393,794
|
|
Shamit Grover
|
|
|
87,516,978
|
|
|
|
7,422,533
|
|
|
|
1,393,794
|
|
Andrew V. Masterman
|
|
|
88,345,076
|
|
|
|
6,594,435
|
|
|
|
1,393,794
|
|
Paul E. Raether
|
|
|
81,969,971
|
|
|
|
12,969,540
|
|
|
|
1,393,794
|
|
Richard W. Roedel
|
|
|
84,746,073
|
|
|
|
10,193,438
|
|
|
|
1,393,794
|
|
Joshua T. Weisenbeck
|
|
|
81,969,084
|
|
|
|
12,970,427
|
|
|
|
1,393,794
|
|
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 2019.
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
96,278,810
|
|
45,959
|
|
8,536
|
|
N/A
|
Proposal No. 3 – Non-Binding Vote on Executive Compensation
The Company’s stockholders approved, in
a non-binding advisory vote, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
79,439,793
|
|
15,488,256
|
|
11,462
|
|
1,393,794
|
Proposal No. 4 – Non-Binding Vote on the Frequency of
Future Advisory Votes on Executive Compensation
The Company’s stockholders voted, in a
non-binding advisory vote, on whether a stockholder vote to approve the compensation paid to the Company’s named executive
officers should occur every one, two or three years as set forth below.
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstentions
|
|
Broker Non-Votes
|
16,690,200
|
|
8,122
|
|
77,620,159
|
|
621,030
|
|
1,393,794
|
In light of this vote, the Company
intends to include an advisory stockholder vote to consider the compensation paid to its named executive officers every three years
until the next required vote on frequency. 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.
|
|
|
|
|
|
|
|
|
|
|
|
BrightView Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Date: March 26, 2019
|
|
|
|
By:
|
|
/s/ Jonathan M. Gottsegen
|
|
|
|
|
|
Name:
|
|
Jonathan M. Gottsegen
|
|
|
|
|
|
Title:
|
|
Executive Vice President, Chief Legal Officer and
Corporate Secretary
|
|
BrightView (NYSE:BV)
Historical Stock Chart
From Mar 2024 to Apr 2024
BrightView (NYSE:BV)
Historical Stock Chart
From Apr 2023 to Apr 2024