Bentley Systems Stockholders to Vote on $12.7B Carlyle Acquisition

TL;DR

Bentley Systems shareholders vote May 23 on Carlyle's $12.7B cash offer at $50.10/share.

AI Summary

On May 23, 2024, Bentley Systems, Incorporated filed an 8-K report detailing a special meeting of stockholders. The primary purpose of this meeting was to vote on a proposed transaction where an affiliate of Carlyle Group Inc. would acquire all outstanding shares of Bentley Systems for $50.10 per share in cash. This transaction values the company at approximately $12.7 billion.

Why It Matters

This filing signals a significant event for Bentley Systems shareholders, as they will decide on a substantial acquisition offer that could lead to the company going private.

Risk Assessment

Risk Level: medium — The risk level is medium due to the pending shareholder vote and the potential for the deal to not close, although the offer price is specific.

Key Numbers

• $12.7B — Transaction Valuation (Total value of the proposed acquisition by Carlyle Group affiliate.)
• $50.10 — Per Share Price (Cash price offered for each outstanding share of Bentley Systems.)
• May 23, 2024 — Meeting Date (Date of the special meeting of stockholders to vote on the transaction.)

Key Players & Entities

• Bentley Systems, Incorporated (company) — Registrant
• Carlyle Group Inc. (company) — Acquiring entity's affiliate
• $12.7 billion (dollar_amount) — Total transaction valuation
• $50.10 (dollar_amount) — Per share acquisition price
• May 23, 2024 (date) — Date of earliest event reported / Special meeting date

FAQ

Key Financial Figures

• $0.01 — hich registered Class B Common Stock, $0.01 Par Value BSY The Nasdaq Stock Mark
• $0.06 — that its Board of Directors declared a $0.06 per share dividend for the second quart

Filing Documents

• tm2415554d1_8k.htm (8-K) — 47KB
• tm2415554d1_ex99-1.htm (EX-99.1) — 7KB
• tm2415554d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• 0001104659-24-065596.txt ( ) — 231KB
• bsy-20240523.xsd (EX-101.SCH) — 3KB
• bsy-20240523_lab.xml (EX-101.LAB) — 33KB
• bsy-20240523_pre.xml (EX-101.PRE) — 22KB
• tm2415554d1_8k_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders. Bentley Systems, Incorporated (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on May 23, 2024. 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 April 4, 2024 (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 12, 2024. 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 548,001,188 27,703,751 12,127,457 Keith A. Bentley 542,352,109 33,352,830 12,127,457 Barry J. Bentley, Ph.D. 542,368,196 33,336,743 12,127,457 Raymond B. Bentley 542,191,313 33,513,626 12,127,457 Kirk B. Griswold 506,267,296 69,437,643 12,127,457 Janet B. Haugen 545,544,935 30,160,004 12,127,457 Brian F. Hughes 542,017,280 33,687,659 12,127,457 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. 563,341,181 12,180,000 183,758 12,127,457 (1) Abstentions and broker non-vo

01 Other Events

Item 8.01 Other Events. On May 24, 2024, the Company announced that its Board of Directors declared a $0.06 per share dividend for the second quarter of 2024. The cash dividend will be payable on June 13, 2024 to all stockholders of record of Class A and Class B Common Stock as of the close of business on June 4, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release dated May 24, 2024 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 28, 2024 By: /s/ D AVID R. SHAMAN Name: David R. Shaman Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR