Bentley Systems Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Bentley Systems, Incorporated (the “Company”) held its 2025 Annual Meeting of Stockholders (“Annual Meeting”) on May 22, 2025. 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, 2025 (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 11, 2025. 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 | |||
| Barry J. Bentley, Ph.D. | 539,781,747 | 24,755,749 | 14,844,467 | ||
| Gregory S. Bentley | 538,139,320 | 26,398,176 | 14,844,467 | ||
| Keith A. Bentley | 539,786,562 | 24,750,934 | 14,844,467 | ||
| Raymond B. Bentley | 539,870,011 | 24,667,485 | 14,844,467 | ||
| Nicholas H. Cumins | 545,284,085 | 19,253,411 | 14,844,467 | ||
| Kirk B. Griswold | 518,039,265 | 46,498,231 | 14,844,467 | ||
| Janet B. Haugen | 514,413,918 | 50,123,578 | 14,844,467 | ||
| Brian F. Hughes | 526,940,133 | 37,597,363 | 14,844,467 |
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. | 546,182,777 | 18,262,788 | 91,931 | 14,844,467 |
| (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 2025. | 574,278,173 | 4,990,970 | 112,820 |
Item 8.01 Other Events.
On May 23, 2025, Bentley Systems, Incorporated announced that its Board of Directors declared a $0.07 per share dividend for the second quarter of 2025. The cash dividend will be payable on June 12, 2025 to all stockholders of record of Class A and Class B Common Stock as of the close of business on June 3, 2025. 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 23, 2025 | |
| 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 27, 2025 | By: | /s/ DAVID R. SHAMAN | |
| Name: | David R. Shaman | ||
| Title: | Chief Legal Officer and Secretary | ||