false
0001031308
0001031308
2024-05-23
2024-05-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 23, 2024
BENTLEY SYSTEMS, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware |
001-39548 |
95-3936623 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
685 Stockton Drive |
|
|
Exton, Pennsylvania |
|
19341 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (610) 458-5000
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 |
|
Name of each exchange on which registered |
Class B Common Stock, $0.01 Par Value |
|
BSY |
|
The Nasdaq Stock Market LLC |
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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2024. 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 April 4, 2024 (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 12, 2024. 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 | |
| 548,001,188 | | |
| 27,703,751 | | |
| 12,127,457 | |
Keith A. Bentley | |
| 542,352,109 | | |
| 33,352,830 | | |
| 12,127,457 | |
Barry J. Bentley, Ph.D. | |
| 542,368,196 | | |
| 33,336,743 | | |
| 12,127,457 | |
Raymond B. Bentley | |
| 542,191,313 | | |
| 33,513,626 | | |
| 12,127,457 | |
Kirk B. Griswold | |
| 506,267,296 | | |
| 69,437,643 | | |
| 12,127,457 | |
Janet B. Haugen | |
| 545,544,935 | | |
| 30,160,004 | | |
| 12,127,457 | |
Brian F. Hughes | |
| 542,017,280 | | |
| 33,687,659 | | |
| 12,127,457 | |
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. | |
| 563,341,181 | | |
| 12,180,000 | | |
| 183,758 | | |
| 12,127,457 | |
| (1) | Abstentions and broker non-votes had 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 2024. | |
| 583,257,485 | | |
| 4,344,821 | | |
| 230,090 | |
Item 8.01 Other Events.
On May 24, 2024, the Company announced that
its Board of Directors declared a $0.06 per share dividend for the second quarter of 2024. The cash dividend will be payable on June 13,
2024 to all stockholders of record of Class A and Class B Common Stock as of the close of business on June 4, 2024. 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.
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 28, 2024 |
By: |
/s/ DAVID R. SHAMAN |
|
Name: |
David R. Shaman |
|
Title: |
Chief Legal Officer and Secretary |
Exhibit 99.1
|
Press Release |
|
BSY Investor Contact: |
Eric Boyer |
Investor Relations Officer |
ir@bentley.com |
Bentley Systems, Incorporated Declares Second
Quarter 2024 Dividend
EXTON, Pa. – May 24, 2024 – Bentley Systems, Incorporated
(Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.06 per
share dividend for the second quarter of 2024. The cash dividend is payable on June 13, 2024, to all stockholders of record of Class A
and Class B common stock as of the close of business on June 4, 2024.
About Bentley Systems
Bentley Systems (Nasdaq: BSY) is the infrastructure engineering
software company. We provide innovative software to advance the world’s infrastructure – sustaining both the global economy
and environment. Our industry-leading software solutions are used by professionals, and organizations of every size, for the design, construction,
and operations of roads and bridges, rail and transit, water and wastewater, public works and utilities, buildings and campuses, mining,
and industrial facilities. Our offerings, powered by the iTwin Platform for infrastructure digital twins, include MicroStation
and Bentley Open applications for modeling and simulation, Seequent’s software for geoprofessionals, and Bentley
Infrastructure Cloud encompassing ProjectWise for project delivery, SYNCHRO for construction management, and AssetWise
for asset operations. Bentley Systems’ 5,200 colleagues generate annual revenues of more than $1 billion in 194 countries.
For
more information, visit www.bentley.com
This press
release contains statements that are not historical in nature and that are intended to be, and are hereby identified as, “forward
looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including a statement regarding expectations
as to payment of a quarterly cash dividend in the foreseeable future. Any future determination as to payment of dividends will depend
upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board
of directors. For example, macroeconomic conditions, pandemic consequences, a change in business needs including working capital, or
a change in income tax law relating to dividends, could cause the company to decide not to pay a dividend in the future. A discussion
of other risks and uncertainties is included in the company’s filings with the SEC, including its Annual Report on Form 10-K for
the year ended December 31, 2023, and subsequent filings.
© 2024 Bentley Systems, Incorporated. Bentley, the Bentley
logo, AssetWise, Bentley Infrastructure Cloud, Bentley Open, iTwin, MicroStation, OpenTower, ProjectWise, Seequent, SYNCHRO, and Virtuosity
are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly
owned subsidiaries. All other brands and product names are trademarks of their respective owners.
v3.24.1.1.u2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Bentley Systems (NASDAQ:BSY)
過去 株価チャート
から 5 2024 まで 6 2024
Bentley Systems (NASDAQ:BSY)
過去 株価チャート
から 6 2023 まで 6 2024