Current Report Filing (8-k)
February 28 2023 - 7:06AM
Edgar (US Regulatory)
0001031308FALSE00010313082023-02-282023-02-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 28, 2023
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BENTLEY SYSTEMS, INCORPORATED
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
Delaware | 001-39548 | 95-3936623 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
685 Stockton Drive | | |
Exton, Pennsylvania | | 19341 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (610) 458-5000
___________________________________
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 | | Name of each exchange on which registered |
Class B common stock, par value $0.01 per share | | BSY | | The Nasdaq Stock Market LLC |
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 2.02 Results of Operations and Financial Condition.
On February 28, 2023, Bentley Systems, Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2022. A copy of the release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2023, the Company announced that Keith A. Bentley, the Company’s Chief Technology Officer, will step down from that position effective April 1, 2023 and will continue as an employee of the Company in the role of Technology Advisor. Mr. Bentley will remain on the Company’s Board of Directors. Julien Moutte, the Company’s Vice President of Technology, is expected to succeed Mr. Bentley as Chief Technology Officer.
On February 28, 2023, the Company also announced that David J. Hollister, the Company’s Chief Investment Officer, will retire on March 31, 2023.
A copy of the press release announcing these executive transitions is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
| | |
99.1 | | |
| | |
99.2 | | |
| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| | | | | | | | | | | |
| | Bentley Systems, Incorporated |
| | | |
Date: February 28, 2023 | | By: | /s/ DAVID R. SHAMAN |
| | Name: | David R. Shaman |
| | Title: | Chief Legal Officer and Secretary |
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