Bentley Systems Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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.
Bentley Systems, Incorporated (the “Company”) held its 2026 Annual Meeting of Stockholders (“Annual Meeting”) on May 21, 2026. The matters voted upon and the final voting results were as stated below. Holders of the shares of the Company’s Class A Common Stock were entitled to 29 votes per share held as of the close of business on March 31, 2026 (the “Record Date”) and holders of the shares of the Company’s Class B Common Stock were entitled to one vote per share held as of the Record Date. Holders of the shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The proposals related to each matter are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 10, 2026. Each director will serve for the ensuing year and until his or her successor is duly elected and qualified.
Proposal No. 1 — Election of Directors
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Gregory S. Bentley | 509,993,099 | 42,342,860 | 12,658,376 | |||||||||
| Keith A. Bentley | 510,461,626 | 41,874,333 | 12,658,376 | |||||||||
| Barry J. Bentley, Ph.D. | 510,455,853 | 41,880,106 | 12,658,376 | |||||||||
| Raymond B. Bentley | 511,130,312 | 41,205,647 | 12,658,376 | |||||||||
| Nicholas H. Cumins | 514,633,583 | 37,702,376 | 12,658,376 | |||||||||
| Kirk B. Griswold | 485,907,476 | 66,428,483 | 12,658,376 | |||||||||
| Janet B. Haugen | 503,167,359 | 49,168,600 | 12,658,376 | |||||||||
| Brian F. Hughes | 511,868,275 | 40,467,684 | 12,658,376 | |||||||||
Proposal No. 2 — Advisory (Non-Binding) Vote to Approve the Compensation of the Company’s Named Executive Officers
| Broker | ||||||||||||||||
| Votes For | Votes Against | Abstentions (1) | Non-Votes (1) | |||||||||||||
| Proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. | 532,030,070 | 18,740,829 | 1,565,060 | 12,658,376 | ||||||||||||
| (1) | Abstentions and broker non-votes have no effect on the outcome of the vote on this proposal. |
Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | ||||||||||
| Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. | 557,377,789 | 7,093,035 | 523,511 | |||||||||
Item 8.01 Other Events.
On May 22, 2026, Bentley Systems, Incorporated announced that its Board of Directors declared a $0.07 per share dividend for the second quarter of 2026. The cash dividend will be payable on June 11, 2026 to all stockholders of record of Class A and Class B Common Stock as of the close of business on June 2, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated May 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| Bentley Systems, Incorporated | ||
| Date: May 26, 2026 | By: | /s/ DAVID R. SHAMAN |
| Name: | David R. Shaman | |
| Title: | Chief Legal Officer and Secretary | |