8-K

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 5, 2023

(Exact name of registrant as specified in its charter)

1801 Bayberry Court

P. O. Box 18100

Richmond, VA 23226-8100 (Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600

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:

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 Securities Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 5, 2023, The Brink’s Company (the “Company”) held its annual meeting of shareholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, four proposals were submitted to the Company’s shareholders. A quorum of the Company’s common shares was present for the 2023 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 – Shareholders elected nine nominees to the Board for terms expiring in 2024. The name of each director and the votes cast for such individual are set forth below:

Proposal 2 – Shareholders approved an advisory resolution on named executive compensation. The votes regarding Proposal 2 were as follows:

Proposal 3 – Shareholders approved the frequency of one year for the advisory vote to approve named executive officer compensation.

After considering the results of the 2023 Annual Meeting, the Company’s Board of Directors has determined that the Company will hold future advisory votes to approve named executive officer compensation on an annual basis until the next advisory vote on the frequency of the advisory vote to approve named executive officer compensation, which is expected to occur no later than at the 2029 Annual Meeting of Shareholders.

Proposal 4 – Shareholders approved the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding Proposal 4 were as follows:

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.