04/16/2021 | Press release | Distributed by Public on 04/16/2021 12:06
| | | | Sincerely, | |
| | | | | |
| | | | Gregory S. Bentley | |
| | | | Chairman, Chief Executive Officer and President | |
|
TIME
|
| | 11:00 a.m., Eastern Time, on Thursday, May 27, 2021 | |
|
VIRTUAL LOCATION
|
| | You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.meetingcenter.io/256543835. You will need to have your control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. Stockholders participating in the virtual meeting are deemed to be present in person at the Annual Meeting. Further instructions on how to participate in and vote at the Annual Meeting are available at www.meetingcenter.io/256543835. | |
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ITEMS OF BUSINESS
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| | 1. To elect the director nominees listed in the Proxy Statement. | |
| | | | 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2021. | |
| | | | 3. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |
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RECORD DATE
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| | You may vote at the Annual Meeting if you were a stockholder of record at the close of business on April 1, 2021. | |
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VOTING BY PROXY
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| | To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and mailing the enclosed proxy card. Voting procedures are described on the following page and on the proxy card. | |
| | | | By Order of the Board of Directors, | |
| | | | | |
| | | | David R. Shaman | |
| | | | Chief Legal Officer and Secretary | |
| | | | April 16, 2021 | |
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GENERAL INFORMATION
|
| | | | 1 | | |
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PROPOSAL NO. 1 - ELECTION OF DIRECTORS
|
| | | | 5 | | |
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Nominees for Election to the Board of Directors in 2021
|
| | | | 5 | | |
|
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
|
| | | | 8 | | |
|
Director Independence and Independence Determinations
|
| | | | 8 | | |
|
Director Nomination Process
|
| | | | 8 | | |
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Controlled Company Exception
|
| | | | 9 | | |
|
Leadership Structure
|
| | | | 10 | | |
|
Executive Sessions
|
| | | | 10 | | |
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Communications with the Board
|
| | | | 10 | | |
|
Board Committees and Meetings
|
| | | | 10 | | |
|
Compensation Determination Process
|
| | | | 11 | | |
|
Committee Charters and Corporate Governance Guidelines
|
| | | | 12 | | |
|
Code of Conduct
|
| | | | 13 | | |
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Oversight of Risk Management
|
| | | | 13 | | |
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Hedging Policy
|
| | | | 13 | | |
|
Executive Officers of the Company
|
| | | | 13 | | |
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PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
| | | | 15 | | |
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Audit and Non-Audit Fees
|
| | | | 15 | | |
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Pre-Approval Policy for Services of Independent Registered Public Accounting Firm
|
| | | | 15 | | |
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REPORT OF THE AUDIT COMMITTEE
|
| | | | 17 | | |
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EXECUTIVE AND DIRECTOR COMPENSATION
|
| | | | 18 | | |
|
Emerging Growth Company Status
|
| | | | 18 | | |
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Summary Compensation Table
|
| | | | 18 | | |
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Narrative Disclosure to Summary Compensation Table
|
| | | | 19 | | |
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Outstanding Equity Awards at December 31, 2020
|
| | | | 22 | | |
|
Employment Agreements
|
| | | | 22 | | |
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Compensation of Directors
|
| | | | 22 | | |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
| | | | 23 | | |
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EQUITY COMPENSATION PLAN INFORMATION
|
| | | | 24 | | |
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OWNERSHIP OF SECURITIES
|
| | | | 25 | | |
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DELINQUENT SECTION 16(a) REPORTS
|
| | | | 28 | | |
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TRANSACTIONS WITH RELATED PERSONS
|
| | | | 29 | | |
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STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING
|
| | | | 32 | | |
|
HOUSEHOLDING OF PROXY MATERIALS
|
| | | | 33 | | |
|
OTHER BUSINESS
|
| | | | 34 | | |
Name
|
| |
Age
|
| |
Positions with the Company
|
|
Gregory S. Bentley | | |
65
|
| | Chairman, President and Chief Executive Officer | |
Keith A. Bentley | | |
62
|
| | Chief Technology Officer and Director | |
Barry J. Bentley, Ph.D.(1) | | |
65
|
| | Director | |
Raymond B. Bentley | | |
60
|
| | Executive Vice President and Director | |
Kirk B. Griswold(1)(2) | | |
59
|
| | Director | |
Brian F. Hughes(1)(2)(3) | | |
62
|
| | Director | |
Janet B. Haugen(1)(2)(4) | | |
62
|
| | Director | |
Name
|
| |
Age
|
| |
Principal Occupation and Other Information
|
|
David J. Hollister | | |
55
|
| | Chief Financial Officer and Chief Operations Advancement Officer | |
David R. Shaman | | |
55
|
| | Chief Legal Officer and Secretary | |
| | |
2020
|
| |
2019
|
| | | | ||||||
Audit fees(1)
|
| | | $ | 4,181,581 | | | | | $ | 2,355,547 | | | | | |
Tax fees(2)
|
| | | | 6,367 | | | | | | - | | | | | |
Audit-related fees
|
| | | | - | | | | | | - | | | | ||
All other fees
|
| | | | - | | | | | | - | | | | ||
Total:
|
| | | $ | 4,187,948 | | | | | $ | 2,355,547 | | | | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total ($)
|
| |||||||||||||||||||||
Gregory S. Bentley
Chairman, Chief Executive Officer and President |
| | | | 2020 | | | | | | 200,000 | | | | | | 3,130 | | | | | | 2,393,373 | | | | | | 11,837,710(6) | | | | | | 28,490 | | | | | | 14,462,703 | | |
| | | 2019 | | | | | | 200,000 | | | | | | - | | | | | | - | | | | | | 12,130,273 | | | | | | 30,618 | | | | | | 12,360,891 | | | ||
Keith A. Bentley
Chief Technology Officer and Director |
| | | | 2020 | | | | | | 200,000 | | | | | | 3,130 | | | | | | 1,657,917 | | | | | | 6,647,764(6) | | | | | | 23,020 | | | | | | 8,531,831 | | |
| | | 2019 | | | | | | 200,000 | | | | | | - | | | | | | - | | | | | | 7,077,226 | | | | | | 28,748 | | | | | | 7,305,974 | | | ||
David J. Hollister
Chief Financial Officer and Chief Operations Advancement Officer |
| | | | 2020 | | | | | | 200,000 | | | | | | 3,130 | | | | | | 893,048 | | | | | | 3,857,995 | | | | | | 54,636 | | | | | | 5,008,809 | | |
| | | 2019 | | | | | | 200,000 | | | | | | 1,000 | | | | | | - | | | | | | 4,045,398 | | | | | | 52,956 | | | | | | 4,299,354 | | |
Named Executive Officer
|
| |
Year
|
| |
401(k)
Matching Contributions ($) |
| |
Vehicle and
Health and Fitness Club Allowances ($) |
| |
Spousal/Dependent
Travel Reimbursement ($) |
| |
Special Dividend
Paid on Restricted Stock Awards ($)(a) |
| |
Matching
Charitable Contributions ($) |
| |
Total ($)
|
| |||||||||||||||||||||
Gregory S. Bentley
|
| | | | 2020 | | | | | | 7,000 | | | | | | 15,000 | | | | | | 5,470 | | | | | | 1,020 | | | | | | - | | | | | | 28,490 | | |
Keith A. Bentley
|
| | | | 2020 | | | | | | 7,000 | | | | | | 15,000 | | | | | | - | | | | | | 1,020 | | | | | | - | | | | | | 23,020 | | |
David J. Hollister
|
| | | | 2020 | | | | | | 7,000 | | | | | | 27,500 | | | | | | 6,616 | | | | | | 1,020 | | | | | | 12,500 | | | | | | 54,636 | | |
Name
|
| |
Outstanding
Phantom Shares |
| |||
Gregory S. Bentley
|
| | | | 3,687,835 | | |
Keith A. Bentley
|
| | | | 3,271,715 | | |
David J. Hollister
|
| | | | 3,555,835 | | |
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
Total
($) |
| |||||||||
Barry J. Bentley
|
| | | | 25,000 | | | | | | - | | | | | | 25,000 | | |
Kirk B. Griswold
|
| | | | 3,750 | | | | | | 168,698 | | | | | | 172,448 | | |
Brian F. Hughes(2)
|
| | | | 37,500 | | | | | | 187,487 | | | | | | 224,987 | | |
Janet B. Haugen(3)
|
| | | | 16,667 | | | | | | 166,650 | | | | | | 183,317 | | |
| | |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted- average
exercise price of outstanding options, warrants and rights(1) |
| |
Number of
securities remaining available for future issuance under equity compensation plans |
| |||||||||
Equity compensation plans approved by security holders:
|
| | | | | | | | | | | | | | | | | | |
2020 Omnibus Incentive Plan
|
| | | | 76,068(2) | | | | | | N/A | | | | | | 24,904,235 | | |
2015 Equity Incentive Plan
|
| | | | 13,329,026(3) | | | | | $ | 4.87 | | | | | | 0 | | |
Nonqualified Deferred Compensation Plan
|
| | | | 30,438,216(4) | | | | | | N/A | | | | | | 19,561,784 | | |
Equity compensation plans not approved by security
holders: |
| | | | | | | | | | | | | | | | | | |
Nonqualified Deferred Compensation Plan for Non-Employee Directors
|
| | | | 154,033(4) | | | | | | N/A | | | | | | 345,967 | | |
Total
|
| | | | 43,997,343 | | | | | | N/A | | | | | | 69,811,986(5) | | |
| | |
Common stock
beneficially owned |
| |
% of total voting
power (1) |
| ||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||||||||||||||
Executive Officers and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Keith A. Bentley(2)(9)
|
| | | | 3,340,793 | | | | | | 28.8% | | | | | | 15,798,149 | | | | | | 6.0% | | | | | | 18.8% | | |
Barry J. Bentley(3)(9)
|
| | | | 3,340,793 | | | | | | 28.8% | | | | | | 13,199,995 | | | | | | 5.0% | | | | | | 18.3% | | |
Gregory S. Bentley(4)(9)
|
| | | | 1,926,509 | | | | | | 16.6% | | | | | | 6,515,567 | | | | | | 2.5% | | | | | | 10.4% | | |
Raymond B. Bentley(5)(9)
|
| | | | 1,655,397 | | | | | | 14.3% | | | | | | 18,211,831 | | | | | | 6.9% | | | | | | 11.0% | | |
Kirk B. Griswold(6)
|
| | | | - | | | | | | - | | | | | | 476,105 | | | | | | * | | | | | | * | | |
Brian F. Hughes
|
| | | | - | | | | | | - | | | | | | 19,585 | | | | | | * | | | | | | * | | |
Janet B. Haugen
|
| | | | - | | | | | | - | | | | | | 9,090 | | | | | | * | | | | | | * | | |
David J. Hollister(7)
|
| | | | - | | | | | | - | | | | | | 957,285 | | | | | | * | | | | | | * | | |
All executive officers and directors as a group (9 persons)(8)
|
| | | | 10,263,492 | | | | | | 88.5% | | | | | | 55,878,849 | | | | | | 21.2% | | | | | | 58.9% | | |
| | |
Common stock
beneficially owned |
| |
% of total voting
power (1) |
| ||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||||||||||||||||
5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Richard P. Bentley(9)(10)
|
| | | | 1,000,000 | | | | | | 8.6% | | | | | | 1,077,082 | | | | | | * | | | | | | 5.0% | | |
SPT Invest Management Sarl.(11)
|
| | | | - | | | | | | - | | | | | | 35,569,645 | | | | | | 13.6% | | | | | | 5.9% | | |
| | | | By Order of the Board of Directors, | |
| | | | | |
| | | | | |
| | | |
David R. Shaman Chief Legal Officer and Secretary |
|