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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 26, 2022

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BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

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Delaware			001-39548			95-3936623
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
685 Stockton Drive
Exton, Pennsylvania						19341
(Address of principal executive offices)						(Zip Code)

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

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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 class

Trading Symbol

Name of each exchange on which registered

Class B common stock, par value $0.01 per share

BSY

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. ☐

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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”) on May 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 on April 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 the Securities and Exchange Commission on April 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 (Non‑Binding) Vote on the Frequency of Future Stockholder Non‑Binding 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 non‑binding 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 non‑binding vote on the compensation of our named executive officers every year. Accordingly, the Company will hold an advisory non‑binding vote on the compensation of our named executive officers every year until the next required advisory non‑binding vote on the frequency of the advisory non‑binding 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 of KPMG 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.

On May 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 on June 23, 2022 to all stockholders of record of Class A and Class B common stock as of the close of business on June 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 dated May 26, 2022
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

						Bentley Systems, Incorporated
Date: May 27, 2022						By:			/s/ DAVID R. SHAMAN
						Name:			David R. Shaman
						Title:			Chief Legal Officer and Secretary

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