BrightSpring shareholders approve 2026 director slate, pay

BrightSpring Health Services, Inc. held its 2026 Annual Meeting of Stockholders, where holders of common stock had one vote per share as of the March 30, 2026 record date.

Accepted by SEC EDGAR 05/21/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BrightSpring Health Services, Inc. held its 2026 Annual Meeting of Stockholders, where holders of common stock had one vote per share as of the March 30, 2026 record date. A total of 186,457,085.30 shares were present or represented by proxy, about 96.53% of the voting power.

Stockholders elected three Class II directors, Olivia Kirtley, Max Lin and Steve Miller, to terms expiring at the 2029 annual meeting. They also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the advisory, non-binding compensation vote for executive officers.

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

Shares represented: 186,457,085.30 shares Voting power represented: 96.53% Auditor ratification votes for: 186,201,223.30 votes +4 more

7 metrics

Shares represented 186,457,085.30 shares Common stock present or by proxy at 2026 annual meeting

Voting power represented 96.53% Voting power of common stock as of March 30, 2026 record date

Auditor ratification votes for 186,201,223.30 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 179,321,575.79 votes Advisory, non-binding vote on executive officer compensation

Director votes for – Olivia Kirtley 155,275,089.02 votes Election as Class II director, term expiring at 2029 annual meeting

Director votes for – Max Lin 138,696,145.79 votes Election as Class II director, term expiring at 2029 annual meeting

Director votes for – Steve Miller 139,499,363.02 votes Election as Class II director, term expiring at 2029 annual meeting

Key Terms

broker non-vote, independent registered public accounting firm, advisory, non-binding vote, emerging growth company, +1 more

5 terms

broker non-vote financial

"BROKER NON-VOTE 4,675,993.51"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent registered public accounting firm financial

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

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.

advisory, non-binding vote financial

"Item 3 – Advisory, non-binding vote on the compensation of executive officers."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

record date financial

"as of the close of business on March 30, 2026 (the “Record Date”)."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BrightSpring Health Services (BTSG) vote on at the 2026 annual meeting?

Stockholders voted on electing three Class II directors, ratifying KPMG LLP as independent auditor for 2026, and approving an advisory, non-binding vote on executive compensation. All three proposals received sufficient support and were approved at the meeting.

How many BrightSpring (BTSG) shares were represented at the 2026 annual meeting?

A total of 186,457,085.30 shares of BrightSpring common stock were present in person or by proxy, representing approximately 96.53% of the company’s voting power as of the March 30, 2026 record date, indicating very high stockholder participation.

Were BrightSpring’s Class II director nominees elected at the 2026 meeting?

Yes. Olivia Kirtley, Max Lin and Steve Miller were elected as Class II directors. Each received more votes “for” than “withheld,” with additional broker non-votes reported, and will serve until the 2029 annual meeting and until their successors are duly elected and qualified.

Did BrightSpring (BTSG) stockholders ratify KPMG as auditor for 2026?

Yes. Stockholders ratified KPMG LLP as BrightSpring’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 186,201,223.30 votes for, 154,899.00 votes against, and 100,963.00 votes abstaining, and no broker non-votes recorded on this item.

How did BrightSpring stockholders vote on executive compensation in 2026?

Stockholders approved the advisory, non-binding vote on executive officer compensation. The proposal received 179,321,575.79 votes for, 2,338,742.00 votes against, 120,774.00 votes abstaining, and 4,675,993.51 broker non-votes, indicating strong but not unanimous support for the compensation program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 21, 2026

BrightSpring Health Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41938	82-2956404
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
805 N. Whittington Parkway
Louisville, Kentucky				40222
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 502 394-2100

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:

☐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
Common Stock, par value $0.01 per share		BTSG		The Nasdaq Stock Market LLC
6.75% Tangible Equity Units		BTSGU		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.

On May 21, 2026, BrightSpring Health Services, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s common stock were entitled to one vote per share held as of the close of business on March 30, 2026 (the “Record Date”). A total of 186,457,085.30 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 96.53% of the voting power of the Company’s common stock as of the Record Date.

The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 10, 2026.

Item 1 – Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified.

	FOR	WITHHELD	BROKER NON-VOTE
Olivia Kirtley	155,275,089.02	26,506,002.77	4,675,993.51
Max Lin	138,696,145.79	43,084,946.00	4,675,993.51
Steve Miller	139,499,363.02	42,281,728.77	4,675,993.51

Item 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes FOR	Votes AGAINST	Votes ABSTAINED	BROKER NON-VOTE
186,201,223.30	154,899.00	100,963.00	0

Item 3 – Advisory, non-binding vote on the compensation of executive officers.

Votes FOR	Votes AGAINST	Votes ABSTAINED	BROKER NON-VOTE
179,321,575.79	2,338,742.00	120,774.00	4,675,993.51

Based on the foregoing votes, Olivia Kirtley, Max Lin and Steve Miller were elected as Class II directors and Items 2 and 3 were approved.

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 hereunto duly authorized.

			BRIGHTSPRING HEALTH SERVICES, INC.
Date:	May 21, 2026	By:	/s/ Jennifer Phipps
		Name: Title:	Jennifer Phipps Executive Vice President and Chief Financial Officer

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