BRINKS CO0000078890false00000788902023-05-052023-05-05

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 5, 2023

			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. ☐

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

On May 5, 2023, The Brink’s Company (the “Company”) held its annual meeting of shareholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, four proposals were submitted to the Company’s shareholders. A quorum of the Company’s common shares was present for the 2023 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 2024. 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			41,843,856						1,038,060						63,714						1,965,459
Paul G. Boynton			41,654,758						1,229,015						61,857						1,965,459
Ian D. Clough			42,519,254						363,902						62,474						1,965,459
Susan E. Docherty			42,095,630						787,380						62,620						1,965,459
Mark Eubanks			42,620,495						262,089						63,046						1,965,459
Michael J. Herling			40,675,190						2,207,258						63,182						1,965,459
A. Louis Parker			42,291,968						589,900						63,762						1,965,459
Timothy J. Tynan			42,176,231						705,671						63,728						1,965,459
Keith R. Wyche			42,695,023						187,601						63,006						1,965,459

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
41,511,756						1,335,858						98,016						1,965,459

Proposal 3 – Shareholders approved the frequency of one year for the advisory vote to approve named executive officer compensation.

One Year						Two Years						Three Years						Abstain						Broker Non-Votes
41,810,613						4,719						1,065,208						65,090						1,965,459

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After considering the results of the 2023 Annual Meeting, the Company’s Board of Directors has determined that the Company will hold future advisory votes to approve named executive officer compensation on an annual basis until the next advisory vote on the frequency of the advisory vote to approve named executive officer compensation, which is expected to occur no later than at the 2029 Annual Meeting of Shareholders.

Proposal 4 – Shareholders approved the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding Proposal 4 were as follows:

For						Against						Abstain						Broker Non-Votes
44,776,533						68,413						66,143						0

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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.

                        

			THE BRINK’S COMPANY (Registrant)
Date: May 9, 2023			By:			/s/ Kurt B. McMaken
						Kurt B. McMaken
						Executive Vice President and Chief Financial Officer