Item 5.07 Submission of Matters to a Vote of Security Holders.
Bentley Systems, Incorporated (the "Company") held its 2022 Annual Meeting of Stockholders ("Annual Meeting") onMay 26, 2022 . 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 onApril 5, 2022 (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 theSecurities and Exchange Commission onApril 14, 2022 . 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 526,752,670 29,790,165 14,828,770 Keith A. Bentley 524,213,721 32,329,114 14,828,770 Barry J. Bentley, Ph.D. 523,128,543 33,414,292 14,828,770 Raymond B. Bentley 523,270,669 33,272,166 14,828,770 Kirk B. Griswold 519,473,273 37,069,562 14,828,770 Janet B. Haugen 521,001,637 35,541,198 14,828,770 Brian F. Hughes 526,404,546 30,138,289 14,828,770
Proposal No. 2 - Advisory (NonBinding) Vote on the Frequency of Future Stockholder NonBinding Advisory Votes to Approve the Compensation Paid to the Company's Named Executive Officers
Broker 1 Year 2 Years 3 Years Abstentions (1) Non-Votes (1) Proposal to approve, on a non-binding basis, the frequency of future stockholder non-binding advisory votes to approve the compensation paid to the Company's named executive officers. 398,147,572 499,297 155,723,476 2,172,490 14,828,770
(1)Abstentions and broker non-votes have no effect on the outcome of the vote on this proposal.
In accordance with the Board of Directors' recommendation that the Company hold an advisory nonbinding vote on the compensation of our named executive officers every year, the stockholders indicated by a majority of votes cast that they would prefer an advisory nonbinding vote on the compensation of our named executive officers every year. Accordingly, the Company will hold an advisory nonbinding vote on the compensation of our named executive officers every year until the next required advisory nonbinding vote on the frequency of the advisory nonbinding vote on the compensation of our named executive officers.
Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions Proposal to ratify the appointment ofKPMG LLP as the Company's independent registered public accounting firm for 2022. 569,609,187 1,603,522 158,896
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Item 8.01 Other Events.
OnMay 26, 2022 ,Bentley Systems, Incorporated announced that its Board of Directors declared a$0.03 per share dividend for the second quarter of 2022. The cash dividend will be payable onJune 23, 2022 to all stockholders of record of Class A and Class B common stock as of the close of business onJune 9, 2022 . A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release datedMay 26, 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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