BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
As previously reported in the Original Filing, the Company announced on August1, 2017 that David H. Lissy will transition from his role as Chief Executive Officer to Executive Chairman of the Board of Directors effective January1, 2018 and Stephen H. Kramer, the Company’s President, will be appointed the next Chief Executive Officer of the Company and appointed to the Board of Directors as a ClassI director, both effective January1, 2018. Following such transition, Mr.Lissy will continue to serve as a full-time officer of the Company.
In connection with Mr.Kramer’s appointment as Chief Executive Officer, on December19, 2017, the Company approved an increase in Mr.Kramer’s base salary for 2018 to $408,500 and an annual target cash bonus award of 125% of his 2018 base salary. Mr.Kramer is also eligible to receive a 2018 Equity Choice Plan Award equal to five times his 2018 base salary (an award of 50% stock options and 50% purchased restricted stock) commensurate with his appointment as Chief Executive Officer. It is expected that the target value of Mr.Kramer’s annual Equity Choice Plan Award will be reduced to 2 times his base salary beginning in 2019.
In connection with Mr.Lissy’s appointment as Executive Chairman, on December19, 2017, the Company approved for Mr.Lissy a base salary of $318,300 for 2018 and an annual target cash bonus award of 50% of his 2018 base salary. In addition, Mr.Lissy is eligible to receive a 2018 Equity Choice Plan Award equal to two times his 2017 base salary. It is expected that the target value of Mr.Lissy’s annual Equity Choice Plan Award will be reduced to 1.5 times his base salary beginning in 2019.
Messrs. Kramer and Lissy will not receive any additional compensation for serving on the Board of Directors.
Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Filing.
Forward-Looking Statements
This report includes statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” The Company’s actual results and actual events may vary significantly from the results or events anticipated in these forward-looking statements, which can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, executive and board appointments, leadership transitions and future compensation arrangements and equity grants. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties are described in the “Risk Factors” section of our Annual Report on Form 10-K filed March1, 2017, and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the time of this release and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law.
About BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM)
Bright Horizons Family Solutions Inc. is a provider of child care, early education and other services. The Company provides services under multi-year contracts with employers offering child care and other dependent care solutions as part of their employee benefits packages. Its segments include full service center-based care services, back-up dependent care services and other educational advisory services. Full service center-based care segment includes center-based child care, preschool and elementary education. Back-up dependent care segment includes center-based back-up child care, in-home well child care, in home mildly ill child care and adult/elder care. The Company’s other educational advisory services segment includes its college preparation and admissions advisory services, as well as tuition reimbursement administration and educational advising services. The Company operates over 300 nurseries in the United Kingdom and approximately 1,000 across the world.
