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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 of earliest event reported): June 3, 2025
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35780 | | 80-0188269 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
| | | | | | | | | | | | | | | | | |
| 2 Wells Avenue | | | | |
Newton, Massachusetts | | | | 02459 |
| (Address of principal executive offices) | | | | (Zip code) |
Registrant’s telephone number, including area code: (617) 673-8000
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | | BFAM | | 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. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 3, 2025, Bright Horizons Family Solutions Inc. (the “Company”) held its annual meeting of shareholders pursuant 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 definitive Proxy Statement as filed with the Securities and Exchange Commission on April 22, 2025.
Proposal One: Election of Directors
All three director nominees were elected to serve on the Company’s Board of Directors (the “Board”) for a term of one year, as follows:
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Lawrence M. Alleva | 52,110,388 | 1,941,908 | 39,411 | 970,296 |
| Joshua Bekenstein | 50,414,557 | 3,637,738 | 39,412 | 970,296 |
| David H. Lissy | 50,513,101 | 3,539,195 | 39,411 | 970,296 |
Proposal Two: Advisory Vote on Named Executive Officer 2024 Compensation
The Company’s shareholders approved, on an advisory basis, the 2024 compensation paid by the Company to its named executive officers, as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 50,898,286 | 3,121,652 | 71,769 | 970,296 |
Proposal Three: Ratification of the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025
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, 2025, as follows:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 53,582,062 | 1,435,316 | 44,625 | 0 |
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.
On June 3, 2025 (the “Authorization Date”), the Board authorized a new share repurchase program under which up to an aggregate of $500 million (exclusive of fees, commissions or other expenses) of the Company’s outstanding common stock may be repurchased. The share repurchase program, which is effective as of the Authorization Date, replaces and cancels the prior $400 million authorization announced in December 2021, of which approximately $58.9 million remained available as of the Authorization Date. Shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities law, including under Rule 10b5-1 plans or accelerated share repurchase programs. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of the Company’s stock, general market and economic conditions, applicable legal requirements, and compliance with the terms of the Company’s senior secured credit facility. Shares purchased under the program will be retired. The share repurchase program does not have an expiration date and may be suspended, modified or discontinued at any time without prior notice.
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.
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| BRIGHT HORIZONS FAMILY SOLUTIONS INC. |
| Date: | June 3, 2025 | By: | /s/ Elizabeth Boland |
| | | Elizabeth Boland |
| | | Chief Financial Officer |
