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BCS

Current Report · Items 5.07, 8.01, 9.01 · 8-K

Bentley Systems, Incorporated

BSYNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Other Events

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.…

Filed May 26, 2026Accepted May 26, 2026, 4:15 PM EDTCIK 1031308Accession 0001104659-26-066280
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Company context

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.

Current securities

Recent company filings

  1. Other EventsSep 11, 2026
  2. 4 filingAug 31, 2026
  3. 144 filingAug 27, 2026
  4. 4 filingAug 14, 2026
  5. 10-Q filingAug 6, 2026

Registered securities in this filing

BENTLEY SYSTEMS, INCORPORATED · 8-K · Filed 2026-05-26

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class B Common Stock, $0.01 Par Value

Symbol
BSY
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-05-21

Dimensions: Not supplied

Accession 000110465926066280 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
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 8.01Item 8.01 - Other Events
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.
Filed exhibits (1)
EX-99.1 (by filename) tm2615473d1_ex99-1.htm

EX-99.1 2 tm2615473d1_ex99-1.htm EXHIBIT 99.1 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.…

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