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) |
(I.R.S. Employer Identification Number) |
| |
||
| |
| |
| (Address of principal executive offices) |
(Zip code) |
Registrant’s telephone number, including area code:
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):
| |
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(s) |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective December 31, 2019, David H. Lissy, Executive Chairman of Bright Horizons Family Solutions Inc. (the “Company”), will transition from his role as Executive Chairman to non-Executive Chair of the Board of Directors. In connection with the transition and in recognition of the leadership, expertise, and industry experience Mr. Lissy brings to the role as well as his counsel and assistance on various strategic initiatives, the Board approved a non-Executive Chair compensation package whereby the non-Executive Chair will receive a total annual cash retainer of $225,000, an annual director equity grant of restricted stock units valued at $150,000 anticipated to be awarded at the Company’s next annual meeting of stockholders, and will remain eligible for medical, dental and related benefits. Prior to the effective date of the transition, the Board will grant Mr. Lissy the equivalent of his 2020 Equity Choice Plan award consisting of purchased restricted stock in recognition for his performance in 2019 and the successful completion of the Company’s Chief Executive Officer transition.
Forward-Looking Statements
This report includes statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” The Company’s actual results and actual events may vary significantly from the results or events anticipated in these forward-looking statements, which can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, executive and board appointments, leadership transitions and future compensation arrangements and equity grants. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties are described in the “Risk Factors” section of our Annual Report on Form 10-K filed February 27, 2019, and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the time of this release and we do not undertake to publicly update or revise them, whether as a result of new information, future events or otherwise, except as required by law.
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 thereunto duly authorized.
| BRIGHT HORIZONS FAMILY SOLUTIONS INC. | ||||||
| Date: December 23, 2019 |
By: |
/s/ Elizabeth Boland | ||||
| Elizabeth Boland | ||||||
| Chief Financial Officer | ||||||
Document and Entity Information |
Dec. 17, 2019 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001437578 |
| Document Type | 8-K |
| Document Period End Date | Dec. 17, 2019 |
| Entity Registrant Name | BRIGHT HORIZONS FAMILY SOLUTIONS INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-35780 |
| Entity Tax Identification Number | 80-0188269 |
| Entity Address, Address Line One | 200 Talcott Avenue |
| Entity Address, City or Town | Watertown |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02472 |
| City Area Code | (617) |
| Local Phone Number | 673-8000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value per share |
| Trading Symbol | BFAM |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |