UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 14, 2021, Shamit Grover informed BrightView Holdings, Inc. (the “Company”) that he was resigning from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Grover’s decision to resign from the Board is in connection with the items described in Item 8.01 below and does not involve any disagreement on any matter relating to the Company’s operations, policies or practices.
| Item 8.01. | Other Events. |
As previously disclosed, the Company is party to a stockholders agreement (the “Stockholders Agreement”) with affiliates of KKR & Co. Inc. and MSD Partners, L.P. (“MSD”), pursuant to which Mr. Grover was nominated to the Board by MSD. On May 14, 2021, in accordance with the terms of the Stockholders Agreement, MSD notified the Company of its election to terminate (i) its right to nominate a director pursuant to Section 2.1(a) of the Stockholders Agreement and (ii) the voting agreement pursuant to Section 2.1(j) of the Stockholders Agreement, effective immediately. Accordingly, the Company no longer qualifies as a “controlled company” within the meaning of the rules of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission and will become subject to additional NYSE corporate governance requirements relating to board and committee independence during the next twelve months.
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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.
| BrightView Holdings, Inc. | ||
| Date: May 14, 2021 | By: | /s/ Jonathan M. Gottsegen |
| Name: | Jonathan M. Gottsegen | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |