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): March 7, 2023
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 |
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:
¨ | 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 | ||
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 7, 2023, BrightView Holdings, Inc. filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 26, 2023 and as approved at the Company’s 2023 Annual Meeting of Stockholders, with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective on upon filing with the Secretary of State.
A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 7, 2023, the Company held its 2023 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in 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 2024 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 | 72,898,014 | 12,541,907 | 3,160,979 | |||||||||
Jane Okun Bomba | 73,062,508 | 12,377,413 | 3,160,979 | |||||||||
William Cornog | 81,321,810 | 4,118,111 | 3,160,979 | |||||||||
Frank Lopez | 72,639,114 | 12,800,807 | 3,160,979 | |||||||||
Andrew V. Masterman | 83,419,992 | 2,019,929 | 3,160,979 | |||||||||
Paul E. Raether | 71,841,840 | 13,598,081 | 3,160,979 | |||||||||
Richard W. Roedel | 78,789,965 | 6,649,956 | 3,160,979 | |||||||||
Mara Swan | 72,286,213 | 13,153,708 | 3,160,979 |
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 2023.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||
88,484,645 | 108,542 | 7,713 | N/A |
Proposal No. 3 - Approval of Amendment to Third Amended and Restated Certificate of Incorporation
The Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law.
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||
78,695,330 | 5,839,264 | 905,327 | 3,160,979 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of the Company | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 7, 2023 | By: | /s/ Jonathan M. Gottsegen |
Name: | Jonathan M. Gottsegen | |
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |