Form 8-K - Current report

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 5, 2024

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.)

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 5.07

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

Cover	Mar. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 2024
Entity File Number	001-38579
Entity Registrant Name	BrightView Holdings, Inc.
Entity Central Index Key	0001734713
Entity Tax Identification Number	46-4190788
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	980 Jolly Road
Entity Address, City or Town	Blue Bell
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19422
City Area Code	484
Local Phone Number	567-7204
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	BV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false