THE BRINK'S COMPANY Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 5, 2022 , the Compensation and Human Capital Committee (the "Committee")
of the Board of Directors (the "Board") of The Brink's Company (the "Company")
approved a Change in Control Plan, effective March 1, 2022 (the "Plan"). The
Committee approved the Plan in lieu of approving updated change in control
agreements with the Company's named executive officers, which had been
previously disclosed, most recently on a Current Report on Form 8-K filed on
March 9, 2020 . Each of the Company's Executives (as defined in the Plan) is
eligible to participate in the Plan. The terms of the Plan are consistent with
the terms of the prior change in control agreements and are described below.
Under the terms of the Plan, if a change in control occurs and the Participant
(as defined in the Plan) remains employed by the Company during the Employment
Period (as defined in the Plan), the Participant will be entitled to annual
compensation equal to the sum of (1) a salary not less than the annualized
salary in effect immediately before the date the change in control occurred,
plus (2) a bonus not less than the average amount of the Participant's annual
bonus award under the Company's Incentive Plan or any substitute or successor
plan for the last three full calendar years preceding the date the change in
control occurred (the "Average Annual Bonus").
The Plan provides for certain payments and benefits upon termination following a
change in control ("double-trigger"). Under the terms of the Plan, if a change
in control occurs and the Company terminates the applicable Participant's
employment other than for cause (as defined in the Plan), death or incapacity or
the Participant terminates employment for good reason (as defined in the Plan,
or, for Douglas A. Pertz , as defined in his offer letter with the Company dated
June 9, 2016 ) during the two years following the date of the change in control
for Executives or one year following the date of the change in control for
Eligible Employees (as defined in the Plan), the Participant will be entitled to
the following amounts:
•a lump sum payment equal to the sum of: (a) the Participant's annual base
salary through the date of termination, (b) any bonus or incentive compensation
for a performance period ended prior to the date of termination, (c) the
Participant's Average Annual Bonus prorated based on the number of days worked
in the year of termination, and (d) any accrued vacation pay, in each case to
the extent not already paid or credited as of the date of termination;
•for Executives, a lump sum payment equal to the product of (a) two multiplied
by (b) the sum of the Executive's annual base salary and Average Annual Bonus
and, for Eligible Employees, a lump sum payment equal to the Eligible Employee's
annual base salary through the date of termination;
•reimbursement of premiums associated with medical and dental benefit coverage,
to the extent that the Company would have paid such premiums had the Participant
remained employed, until the earlier of 18 months following the date of
termination for Executives or one year from the date of the change in control
for Eligible Employees and the date the Participant becomes eligible for medical
and dental benefits under another employer-provided plan; and
•reasonable outplacement services for up to one year following the date of
termination.
The Plan includes a non-compete provision that precludes the Participant from
engaging in employment or providing services to any person or entity that,
within a restricted territory (as defined in the Plan), provides or provided
products or services in the business of armored vehicle transportation,
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secure international transportation of valuables, coin processing services,
currency processing services, cash management services, safe and safe control
services, payment services, security and guarding services, deposit processing
services/daily overnight credit, check imaging, or jewel or precious metal
vaulting, that are the same as or substantially similar to, and competitive
with, the products or services provided by the Company or its affiliates at the
time of or at any time during the twenty-four (24) months prior to the cessation
of the Participant's employment, in return for remuneration or a right to
remuneration, for a period of one year following the Participant's date of
termination, without the express written consent of an Eligible Employee's
manager, or, for an Executive, the CEO (or, for the CEO, the Board). The Plan
does not provide for any excise tax gross-ups.
The foregoing description of the Plan does not purport to be complete and is
qualified in its entirety by reference to the full text of the Plan, which is
attached as Exhibit 10.1 and incorporated by reference into this Current Report
on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2022 , the Company held its annual meeting of shareholders (the "2022
Annual Meeting"). At the 2022 Annual Meeting, three proposals were submitted to
the Company's shareholders. A quorum of the Company's common shares was present
for the 2022 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 2023. The name of each director and the votes cast for such individual are
set forth below:
For Against Abstain Broker Non-Votes
Kathie J. Andrade 43,365,434 516,224 15,479 1,421,134
Paul G. Boynton 41,974,985 1,905,736 16,416 1,421,134
Ian D. Clough 43,530,923 350,081 16,133 1,421,134
Susan E. Docherty 43,072,713 809,582 14,842 1,421,134
Mark Eubanks 43,604,819 278,752 13,566 1,421,134
Michael J. Herling 42,502,872 1,294,811 99,454 1,421,134
A. Louis Parker 43,358,875 521,980 16,282 1,421,134
Douglas A. Pertz 43,284,839 595,851 16,447 1,421,134
Timothy J. Tynan 43,690,351 191,114 15,672 1,421,134
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Proposal 2 - Shareholders approved an advisory resolution on named executive compensation. The votes regarding Proposal 2 were as follows:
For Against Abstain Broker Non-Votes
42,596,261 1,280,551 20,325 1,421,134
Proposal 3 - Shareholders approved the selection of
For Against Abstain Broker Non-Votes
45,271,390 28,584 18,297 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Change in Control Plan, effective March 1, 2022
104 Cover Page Interactive Data File (embedded withinthe Inline XBRL document)
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