Bentley Systems (BSY) shareholders back pay and auditor as board declares $0.07 dividend
Rhea-AI Filing Summary
Bentley Systems, Incorporated reported the results of its 2026 annual meeting and declared a cash dividend for the second quarter of 2026. Stockholders elected all nominated directors, with support levels generally above 485 million votes for each candidate and additional broker non-votes recorded.
Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 532,030,070 votes for and 18,740,829 against, and ratified the appointment of KPMG LLP as independent registered public accounting firm for 2026. The Board of Directors declared a $0.07 per share dividend payable on June 11, 2026 to holders of Class A and Class B common stock of record as of June 2, 2026.
Positive
- None.
Negative
- None.
Insights
Routine annual meeting outcomes with a modest recurring dividend.
Bentley Systems confirmed standard governance outcomes: all director nominees were elected, executive pay received majority support, and KPMG LLP was ratified as the independent auditor for 2026. These results indicate continuity in board composition and oversight.
The Board declared a quarterly cash dividend of $0.07 per share, payable on June 11, 2026 to shareholders of record on June 2, 2026. This supports an ongoing capital return framework but at a relatively small per-share level, so the direct financial impact is limited.
The press release notes that future dividends and any repurchases will depend on the company’s financial condition, results of operations, and broader factors such as macroeconomic conditions and tax law. Subsequent SEC reports will show how consistently the company maintains this dividend policy over time.
8-K Event Classification
Key Figures
Key Terms
Broker Non-Votes financial
Advisory (Non-Binding) Vote financial
Independent Registered Public Accounting Firm financial
Record Date financial
Forward looking statements regulatory
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
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Bentley Systems, Incorporated (the “Company”) held its 2026 Annual Meeting of Stockholders (“Annual Meeting”) on May 21, 2026. 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, 2026 (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 10, 2026. 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 | 509,993,099 | 42,342,860 | 12,658,376 | |||||||||
| Keith A. Bentley | 510,461,626 | 41,874,333 | 12,658,376 | |||||||||
| Barry J. Bentley, Ph.D. | 510,455,853 | 41,880,106 | 12,658,376 | |||||||||
| Raymond B. Bentley | 511,130,312 | 41,205,647 | 12,658,376 | |||||||||
| Nicholas H. Cumins | 514,633,583 | 37,702,376 | 12,658,376 | |||||||||
| Kirk B. Griswold | 485,907,476 | 66,428,483 | 12,658,376 | |||||||||
| Janet B. Haugen | 503,167,359 | 49,168,600 | 12,658,376 | |||||||||
| Brian F. Hughes | 511,868,275 | 40,467,684 | 12,658,376 | |||||||||
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. | 532,030,070 | 18,740,829 | 1,565,060 | 12,658,376 | ||||||||||||
| (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 2026. | 557,377,789 | 7,093,035 | 523,511 | |||||||||
Item 8.01 Other Events.
On May 22, 2026, Bentley Systems, Incorporated announced that its Board of Directors declared a $0.07 per share dividend for the second quarter of 2026. The cash dividend will be payable on June 11, 2026 to all stockholders of record of Class A and Class B Common Stock as of the close of business on June 2, 2026. 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 22, 2026 | |
| 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 26, 2026 | By: | /s/ DAVID R. SHAMAN |
| Name: | David R. Shaman | |
| Title: | Chief Legal Officer and Secretary | |
Exhibit 99.1
Bentley Systems, Incorporated Declares Second Quarter 2026 Dividend
EXTON, PA. – May 22, 2026 – Bentley Systems, Incorporated (Nasdaq: BSY) (the “Company”), the infrastructure engineering software company, today announced that its Board of Directors (the “Board”) declared a $0.07 per share dividend for the second quarter of 2026. The cash dividend is payable on June 11, 2026, to all stockholders of record of Class A and Class B common stock as of the close of business on June 2, 2026.
About Bentley Systems
Around the world, infrastructure professionals rely on software from Bentley Systems to help them design, build, and operate better and more resilient infrastructure for transportation, water, energy, cities, and more. Founded in 1984 by engineers for engineers, Bentley is the partner of choice for engineering firms and owner-operators worldwide, with software that spans engineering disciplines, industry sectors, and all phases of the infrastructure lifecycle. Through our digital twin solutions, we help infrastructure professionals unlock the value of their data to transform project delivery and asset performance.
For more information, contact:
Investor Relations: Eric Boyer, IR@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 statements regarding expectations as to the repurchase of Company securities and the payment of a quarterly cash dividend in the foreseeable future. Any future determination as to such transactions 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 repurchase securities or 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, 2025, and subsequent filings.
© 2026 Bentley Systems, Incorporated. Bentley and the Bentley logo are registered trademarks of Bentley Systems, Incorporated. All other brands and product names are trademarks of their respective owners.