Document
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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): May 8, 2020
 

THE BRINK’S COMPANY
 
(Exact name of registrant as specified in its charter)
Virginia
001-09148
54-1317776
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600
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(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
BCO
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 Securities Act.




2


Item 5.07.
Submission of Matters to a Vote of Security Holders.



On May 8, 2020, the Company held its Annual Meeting of Shareholders.  At this meeting, the Company’s shareholders (i) elected each of the persons listed below as a director for a term expiring in 2021, (ii) approved an advisory resolution on named executive officer compensation; and (iii) approved KPMG LLP as the Company’s independent registered accounting firm for 2020.
 
The Company’s shareholders voted as follows:
 
Proposal 1 - Election of Directors for terms expiring in 2021
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
Kathie J. Andrade
43,751,889
 
45,922
 
18,641
 
1,833,937
 
 
 
 
 
 
 
 
Paul G. Boynton
43,388,209
 
409,686
 
18,557
 
1,833,937
 
 
 
 
 
 
 
 
Ian D. Clough
43,751,287
 
46,648
 
18,517
 
1,833,937
 
 
 
 
 
 
 
 
Susan E. Docherty
42,790,716
 
1,007,780
 
17,956
 
1,833,937
 
 
 
 
 
 
 
 
Reginald D. Hedgebeth
43,694,196
 
103,839
 
18,417
 
1,833,937
 
 
 
 
 
 
 
 
Michael J. Herling
42,632,801
 
1,165,737
 
17,914
 
1,833,937
 
 
 
 
 
 
 
 
Douglas A. Pertz
43,749,507
 
47,607
 
19,338
 
1,833,937
 
 
 
 
 
 
 
 
George I. Stoeckert
43,304,117
 
47,607
 
172,917
 
1,833,937

Shareholders elected the nominees with at least 97% of the votes cast in favor of each of the nominees.
 
Proposal 2 - Approval of an advisory resolution on named executive officer compensation

For
 
Against
 
Abstain
 
Broker Non-Votes
39,260,315
 
4,534,216
 
21,921
 
1,833,937

Shareholders approved the advisory resolution on named executive officer compensation with approximately 90% of the votes cast in favor.













Proposal 3 - Approval of KPMG LLP as the Company’s independent registered public accounting firm for 2020

For
 
Against
 
Abstain
 
Broker Non-Votes
45,573,433
 
60,047
 
16,909
 
0

Shareholders approved KPMG LLP as the Company’s independent registered public accounting firm with approximately 99% of the votes cast in favor.


 
 
 
(d)
Exhibits
 
 
 
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 thereunto duly authorized.
                        
 
THE BRINK’S COMPANY
(Registrant)
 
 
 
 
Date: May 11, 2020
By:
/s/ Dana C. O'Brien
 
 
Dana C. O'Brien
 
 
Senior Vice President and General Counsel