8-K
BRIGHT HORIZONS FAMILY SOLUTIONS INC. (BFAM)
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): March 10, 2022
BRIGHT HORIZONS FAMILY SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35780 | 80-0188269 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
| 2 Wells Avenue | ||
| --- | --- | |
| Newton, Massachusetts | 02459 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (617) 673-8000
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 (see General Instruction A.2. below):
| ☐ | 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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | BFAM | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On March 14, 2022, Bright Horizons Family Solutions Inc. (the “Company”) announced that Maribeth Bearfield, Chief Human Resources Officer, will be stepping down to pursue other opportunities effective March 31, 2022. In connection with the announcement, the Company also entered into a Consulting Agreement (the “Consulting Agreement”) with Ms. Bearfield effective March 31, 2022 to assist in a seamless transition. Pursuant to the Consulting Agreement, Ms. Bearfield will provide consulting and advisory services for a period of one (1) year for a consulting fee of $120,000. The Consulting Agreement includes certain customary provisions, including confidentiality and non-disparagement provisions and non-solicitation and non-compete covenants for the term of the Consulting Agreement and for an additional year following the end of the term.
The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the Consulting Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ending March 31, 2022.
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 thereunto duly authorized.
| BRIGHT HORIZONS FAMILY SOLUTIONS INC. | |||
|---|---|---|---|
| Date: | March 14, 2022 | By: | /s/ Elizabeth Boland |
| Elizabeth Boland | |||
| Chief Financial Officer |