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 Officers

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 Officers

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Item 5.02(e)

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On June 1, 2017, Bright Horizons Family Solutions Inc. (the
Company) held its annual meeting of shareholders and the Companys
shareholders voted to approve the Companys 2012 Omnibus Long-Term
Incentive Plan, as Amended and Restated (the Amended 2012 Plan),
and the Companys 2017 Annual Incentive Plan (the Annual Plan) as
further described below in Item 5.07, effective as of June 1, 2017.
Key employees, directors, consultants and advisors of the Company
and its affiliates are eligible to receive awards under the Amended
2012 Plan. The maximum number of shares of common stock that may be
delivered in satisfaction of awards under the Amended 2012 Plan is
5,000,000 shares, subject to certain adjustments. As of March 14,
2017, the date the Amended 2012 Plan was approved by the Board of
Directors, 1,866,395 shares remained available for grant under the
Amended 2012 Plan (plus any shares that again become available for
grant under the terms of the Amended 2012 Plan).
Executive officers and other key employees will be eligible to
receive annual bonuses under the Annual Plan for performance
periods beginning on or after January 1, 2018. The Compensation
Committee will establish the performance criteria applicable to
awards under the Annual Plan, the amount or amounts payable if the
performance criteria are achieved and such other terms and
conditions of any awards. The Annual Plan permits the grant of
awards that are intended to qualify as exempt performance-based
compensation under Section 162(m) as well as other awards.
For additional information regarding the Amended 2012 Plan and the
Annual Plan, see the summaries of each plan included in the
Companys definitive Proxy Statement as filed with the Securities
and Exchange Commission on April 13, 2017 (the Proxy Statement)
under Proposal 4 – Approval of 2012 Omnibus Long-Term Incentive
Plan, as Amended and Restated – Description of the Amended 2012
Plan and Proposal 5 – Approval of the 2017 Annual Incentive Plan –
Summary of the Annual Plan, which summaries are incorporated herein
by reference. A copy of the Amended 2012 Plan is attached as
Appendix A to the Proxy Statement and a copy of the Annual Plan is
attached as Appendix B to the Proxy Statement and are incorporated
herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders
On June 1, 2017, the Company held its annual meeting of
shareholders to notice duly given. Set forth below are the final
voting results for each of the matters submitted to a vote of the
shareholders. For more information about the proposals set forth
below, please see the Company’s Proxy Statement.
Proposal One: Election of Directors
All of the Board’s nominees for director were elected to serve on
the Company’s Board of Directors for a term of three years, as
follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Dr. Sara Lawrence-Lightfoot
53,450,030
1,731,974
36,092
1,120,676
David H. Lissy
54,059,517
1,122,304
36,275
1,120,676
Cathy E. Minehan
54,843,143
338,861
36,092
1,120,676
Proposal Two: Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, the
compensation paid by the Company to its named executive officers,
as follows:
For
Against
Abstain
Broker Non-Votes
53,347,055
849,978
21,063
1,120,676
Proposal Three: Ratification of the Company’s Independent
Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Deloitte
Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2017, as
follows:
For
Against
Abstain
55,981,625
335,376
21,771
The proposal to ratify the appointment of Deloitte Touche LLP was
a routine matter and, therefore, there were no broker non-votes
relating to that matter.
Proposal Four: 2012 Omnibus Long-Term Incentive Plan, as Amended
and Restated
The Companys shareholders approved the 2012 Omnibus Long-Term
Incentive Plan, as Amended and Restated, as follows:
For
Against
Abstain
Broker Non-Votes
54,349,583
846,722
21,791
1,120,676
Proposal Five: 2017 Annual Incentive Plan
The Companys shareholders approved the 2017 Annual Incentive Plan,
as follows:
For
Against
Abstain
Broker Non-Votes
54,864,177
332,514
21,405
1,120,676


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.

BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) Recent Trading Information

BRIGHT HORIZONS FAMILY SOLUTIONS INC. (NYSE:BFAM) closed its last trading session down -0.15 at 77.84 with 403,693 shares trading hands.

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