Bright Horizons (NYSE: BFAM) investors approve directors, pay and Deloitte for 2026
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bright Horizons Family Solutions Inc. reported results from its annual shareholder meeting held on June 3, 2026. Shareholders elected all six director nominees to one‑year terms, with each receiving over 41.8 million votes in favor and broker non-votes of 2,068,801 on each director item.
Shareholders also approved, on an advisory basis, the Company’s 2025 named executive officer compensation, with 40,505,698 votes for and 4,888,698 against. In addition, they ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 46,836,371 votes for and no broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for Jennifer Schulz as director: 45,168,103 votes
Votes for Stephen H. Kramer as director: 45,043,489 votes
Advisory vote for 2025 executive compensation: 40,505,698 votes for
+4 more
7 metrics
Votes for Jennifer Schulz as director
45,168,103 votes
Director election at annual meeting on June 3, 2026
Votes for Stephen H. Kramer as director
45,043,489 votes
Director election at annual meeting on June 3, 2026
Advisory vote for 2025 executive compensation
40,505,698 votes for
Say-on-pay proposal at annual meeting on June 3, 2026
Advisory vote against 2025 executive compensation
4,888,698 votes against
Say-on-pay proposal at annual meeting on June 3, 2026
Votes for Deloitte & Touche LLP ratification
46,836,371 votes for
Auditor ratification for fiscal year ending December 31, 2026
Votes against Deloitte & Touche LLP ratification
624,320 votes against
Auditor ratification for fiscal year ending December 31, 2026
Broker non-votes on director proposals
2,068,801 broker non-votes
Each director election item at annual meeting on June 3, 2026
Key Terms
advisory vote, broker non-votes, independent registered public accounting firm, named executive officers
4 terms
advisory vote financial
"The Company’s shareholders approved, on an advisory basis, the 2025 compensation paid by the Company to its named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
broker non-votes financial
"Nominee | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"The Company’s shareholders approved, on an advisory basis, the 2025 compensation paid by the Company to its named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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, 2026
(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: (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):
| 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 (§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 | ||||
On June 3, 2026, 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 20, 2026.
Proposal One: Election of Directors
All six 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 | 44,023,783 | 1,373,057 | 7,053 | 2,068,801 | ||||||||||
| Joshua Bekenstein | 42,712,647 | 2,682,164 | 9,082 | 2,068,801 | ||||||||||
| Stephen H. Kramer | 45,043,489 | 353,882 | 6,522 | 2,068,801 | ||||||||||
| David H. Lissy | 43,599,757 | 1,797,614 | 6,522 | 2,068,801 | ||||||||||
| Laurel J. Richie | 41,894,272 | 3,508,437 | 1,184 | 2,068,801 | ||||||||||
| Jennifer Schulz | 45,168,103 | 234,060 | 1,730 | 2,068,801 | ||||||||||
Proposal Two: Advisory Vote on Named Executive Officer 2025 Compensation
The Company’s shareholders approved, on an advisory basis, the 2025 compensation paid by the Company to its named executive officers, as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 40,505,698 | 4,888,698 | 9,497 | 2,068,801 | ||||||||
Proposal Three: Ratification of the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026
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, 2026, as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 46,836,371 | 624,320 | 12,003 | 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.
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.
| BRIGHT HORIZONS FAMILY SOLUTIONS INC. | |||||||||||
| Date: | June 3, 2026 | By: | /s/ Elizabeth Boland | ||||||||
| Elizabeth Boland | |||||||||||
| Chief Financial Officer | |||||||||||
FAQ
How strong was support for Bright Horizons (BFAM) CEO Stephen H. Kramer as director?
Stephen H. Kramer received 45,043,489 votes for, 353,882 against, and 6,522 abstentions, plus 2,068,801 broker non-votes, reflecting substantial shareholder backing for his continued board service on a one-year term.
Did any Bright Horizons (BFAM) director nominee face notable opposition?
All nominees were elected, though vote levels varied. Laurel J. Richie received 41,894,272 votes for and 3,508,437 against, the highest opposition among nominees, along with 1,184 abstentions and 2,068,801 broker non-votes.