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 Earliest Event reported): May 5, 2022
BrightView Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-38579 | | 46-4190788 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
980 Jolly Road
Blue Bell, Pennsylvania 19422
(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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, $0.01 par value | BV | 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).
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 May 5, 2022, BrightView Holdings, Inc. (the “Company”) issued a press release reporting its results of operations for the quarter ended March 31, 2022. A copy of the press release is being furnished with this report as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission pursuant to Item 2.02 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, 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 May 5, 2022, the Company issued a press release announcing the retirement of its Executive Vice President and Chief Financial Officer, John A. Feenan, effective at the close of business on September 30, 2022, and the appointment of Brett Urban as Chief Financial Officer of the Company, effective October 1, 2022. A copy of the press release is attached as Exhibit 99.2.
Mr. Urban, age 39, has more than 17 years of industry experience in financial strategy, planning and analysis. Mr. Urban joined the Company in 2016 as Vice President, Finance. In 2017, Mr. Urban was promoted to Senior Vice President, Finance and serves as the lead finance role in the Company’s Maintenance Services segment. Mr. Urban received an undergraduate degree from Nichols College and an MBA from Arcadia University.
Mr. Urban has no family relationships with any director or executive officer of the Company or any arrangement or understanding between him and any other persons pursuant to which Mr. Urban was appointed Chief Financial Officer. There are no related party transactions involving Mr. Urban that are reportable under Item 404(a) of Regulation S-K.
In connection with Mr. Feenan’s retirement, the Company expects to enter into a Separation and Transition Services Agreement with Mr. Feenan, pursuant to which he will remain with the Company as a non-executive employee for a period of time after September 30, 2022. During the transition period and until he leaves the Company, he will work closely with Mr. Urban to ensure a seamless transition. The Company also expects to enter into a customary letter agreement with Mr. Urban regarding his employment as Chief Financial Officer. These agreements will be reported on a subsequent Form 8-K when their terms are fully determined.
Item 9.01. Financial Statements and Exhibits.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
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| | | | BrightView Holdings, Inc. |
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Date: May 5, 2022 | | | | By: | | /s/ Jonathan M. Gottsegen |
| | | | Name: | | Jonathan M. Gottsegen |
| | | | Title: | | Executive Vice President, Chief Legal Officer and Corporate Secretary |
