Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2021

(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
685 Stockton Drive
Exton, Pennsylvania
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (610) 458-5000

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:

Title of each classTrading SymbolName of each exchange on which registered
Class B common stock, par value $0.01 per shareBSY
The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.
Bentley Systems, Incorporated (the “Company”) held its 2021 Annual Meeting of Stockholders (“Annual Meeting”) on May 27, 2021. 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 April 1, 2021 (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 16, 2021. 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 ForVotes WithheldBroker Non-Votes
Gregory S. Bentley497,714,36411,621,6762,827,685
Keith A. Bentley497,788,28311,547,7572,827,685
Barry J. Bentley, Ph.D.497,517,61211,818,4282,827,685
Raymond B. Bentley497,770,40111,565,6392,827,685
Kirk B. Griswold494,327,91715,008,1232,827,685
Brian F. Hughes494,563,84214,772,1982,827,685
Janet B. Haugen504,194,9485,141,0922,827,685
Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm
Votes ForVotes AgainstAbstentions
Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2021.511,912,06278,506173,157
Item 8.01 Other Events.
On May 28, 2021, Bentley Systems, Incorporated announced that its Board of Directors declared a $0.03 per share dividend for the second quarter of 2021. The cash dividend will be payable on June 15, 2021 to all stockholders of record of Class A and Class B common stock as of the close of business on June 8, 2021. 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.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
Bentley Systems, Incorporated
Date: June 2, 2021
David R. Shaman
Chief Legal Officer and Secretary


Exhibit 99.1

Press Release
Investor Contact:
Ankit Hira or Ed Yuen
Solebury Trout for Bentley Systems

Media Contact:
Carey Mann

Bentley Systems, Incorporated Declares Second Quarter 2021 Dividend

EXTON, Pa. – May 28, 2021 – Bentley Systems, Incorporated (Nasdaq: BSY), the infrastructure engineering software company, today announced that its Board of Directors declared a $0.03 per share dividend for the second quarter of 2021. The cash dividend is payable on June 15, 2021 to all stockholders of record of Class A and Class B common stock as of the close of business on June 8, 2021.


About Bentley Systems

Bentley Systems (Nasdaq: BSY) is the infrastructure engineering software company. We provide innovative software to advance the world’s infrastructure – sustaining both the global economy and environment. Our industry-leading software solutions are used by professionals, and organizations of every size, for the design, construction, and operations of roads and bridges, rail and transit, water and wastewater, public works and utilities, buildings and campuses, and industrial facilities. Our offerings include MicroStation-based applications for modeling and simulation, ProjectWise for project delivery, AssetWise for asset and network performance, and the iTwin platform for infrastructure digital twins. Bentley Systems employs more than 4,000 colleagues and generates annual revenues of more than $800 million in 172 countries.

This press release contains statements that are not historical in nature and that are intended to be, and are hereby identified as, "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including a statement regarding expectations as to payment of a quarterly cash dividend in the foreseeable future. Any future determination as to payment of dividends will depend upon the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors. For example, macroeconomic conditions, pandemic consequences, a change in business needs including working capital, or a change in income tax law relating to dividends, could cause the company to decide not to pay a dividend in the future. A discussion of other risks and uncertainties is included in the company's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent filings.

© 2021 Bentley Systems, Incorporated. Bentley, the Bentley logo, AssetWise, iTwin, MicroStation, and ProjectWise are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated or one of its direct or indirect wholly owned subsidiaries. All other brands and product names are trademarks of their respective owners.