BSY.NASDAQBentley Systems INC
SCHEDULE 13G/A: Bentley Family Solidifies Dominant 62.8% Voting Control in Bentley Systems Through Amended SEC Filing
Sentiment:
Beneficial Ownership Report
An amended Schedule 13G filing reveals that the Bentley family group continues to collectively hold 62.8% of Bentley Systems Inc.'s combined voting power through their Class A and Class B common stock holdings, reinforcing their significant influence over the company's governance.
Summary
- The Bentley family group, comprising Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively beneficially owns 69,809,155 shares of Bentley Systems Inc. common stock as of December 31, 2024.
- This aggregate ownership represents approximately 62.8% of the combined voting power of the Issuer's Class A and Class B common stock outstanding as of October 31, 2024.
- The substantial voting power is attributed to the Class A common stock, which carries 29 votes per share, significantly more than the one vote per share for Class B common stock.
- The group holds shared voting power over 69,809,155 shares and shared dispositive power over 11,263,492 shares.
- Individual beneficial ownership (assuming Class A conversion to Class B and without the 29:1 vote power) includes Barry J. Bentley (5.1%), Gregory S. Bentley (2.8%), Keith A. Bentley (6.5%), Raymond B. Bentley (5.6%), and Richard P. Bentley (0.3%).
- The Reporting Persons operate under an amended and restated stockholders agreement, which grants them the right to nominate a single slate of directors by majority vote and to determine the vote on all other stockholder matters by majority vote.
- The agreement also includes restrictions on Class A common stock transfers, drag-along rights, rights of first refusal, and rights to purchase shares in certain involuntary transfer scenarios.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing (Schedule 13G Amendment) disclosing beneficial ownership by a controlling group. It does not contain new positive or negative financial performance data or strategic announcements. The information confirms existing control structures, which is neutral in sentiment unless there was a significant, unexpected change in ownership or control.
Positives
- Strong insider ownership and control by the founding family, which can indicate long-term commitment and alignment of interests with the company's success and strategic direction.
- The existence of a formal Stockholders Agreement provides a clear framework for governance and decision-making among the controlling shareholders, potentially leading to stable leadership.
Negatives
- Highly concentrated voting power (62.8%) in the hands of a single family group could significantly limit the influence of minority shareholders on corporate governance and strategic decisions.
- Restrictions on the transfer of Class A common stock, while common in dual-class structures, can reduce liquidity for those specific shares.
Risks
- Concentrated voting power: The Bentley family's 62.8% combined voting power means they can effectively control the election of directors and all other matters requiring stockholder approval, potentially overriding the interests of other shareholders.
- Pledged shares: Gregory S. Bentley has pledged 2,500,000 shares of Class B common stock as security for a credit facility from PNC Bank, N.A., which could pose a risk if the credit facility terms are breached, potentially leading to a forced sale of shares.
- Limited influence for minority shareholders: The Stockholders Agreement grants the controlling group significant power over board nominations and voting on all stockholder matters, potentially diminishing the voice and influence of non-family shareholders.
Future Outlook
NA
Industry Context
This filing is a routine disclosure of beneficial ownership by a controlling shareholder group, common in companies with dual-class share structures. It does not provide specific insights into broader industry trends but highlights the continued family control, which is a characteristic of some established technology or engineering software firms.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Stockholders Agreement | The Reporting Persons and certain permitted transferees are parties to an amended and restated stockholders agreement. This agreement grants the parties, by majority vote, the right to nominate a single slate of nominees for election to the board of directors and to determine the manner in which all voting shares are cast on other matters at stockholder meetings. | NA | Reinforces the Bentley family's control over board composition and all significant stockholder votes, potentially limiting the influence of minority shareholders. |
| Share Transfer Restrictions | The Stockholders Agreement sets forth restrictions on the ability of parties to freely transfer shares of Class A common stock, except for permitted transfers to family members, controlled entities, or for security interests. | NA | Maintains concentrated ownership and control within the family, but may limit liquidity for Class A shares outside of permitted transfers. |
| Drag-Along Rights | The Stockholders Agreement provides drag-along rights, allowing the parties to the agreement, by a majority vote, to sell all shares of the Issuer's stock held by them. | NA | Enables a unified sale of the company by the controlling group, potentially impacting other shareholders if they are 'dragged along' in a transaction. |
| Rights of First Refusal | The Stockholders Agreement includes rights of first refusal in the event a party wishes to sell Class A common stock to a non-permitted transferee. | NA | Further restricts the transferability of Class A shares and helps maintain family control by allowing existing parties to acquire shares before they are sold externally. |
| Involuntary Transfer Purchase Rights | The Stockholders Agreement provides rights to purchase shares of Class A common stock held by a party prior to their transfer by reason of bankruptcy, insolvency, attachment, garnishment, or divorce (excluding death). | NA | Protects the family's control by allowing them to reacquire shares that might otherwise be transferred out of the family's hands due to involuntary events. |
Related Party Transactions
- The filing details the collective beneficial ownership and voting power of the Bentley family members, who are related parties and control the company.
- The Stockholders Agreement among the Bentley family members and their permitted transferees governs their voting and transfer rights, representing a significant related-party arrangement that dictates corporate governance.
Stakeholder Impact
- Shareholders: Minority shareholders have limited influence on corporate governance due to the Bentley family's dominant voting power (62.8%) and the terms of the Stockholders Agreement, which dictate board nominations and voting on all stockholder matters.
- Management: The controlling family group, which includes key management figures (e.g., Gregory S. Bentley), maintains strong oversight and direction over the company's strategic decisions.
- Creditors: The pledging of 2,500,000 Class B shares by Gregory S. Bentley as security for a credit facility could be relevant to creditors, as it indicates a specific asset used as collateral.
Key Dates
| Date | Description |
|---|---|
| 2023-02-14 | Date of Joint Filing Agreement among Richard P. Bentley, Keith A. Bentley, Barry J. Bentley, Gregory S. Bentley and Raymond S. Bentley, incorporated by reference to Amendment No. 2 to Schedule 13G. |
| 2024-10-31 | Date as of which 290,712,297 shares of Class B common stock and 11,537,627 shares of Class A common stock were outstanding, and the basis for percentage of class calculation. |
| 2024-11-07 | Date the Issuer's Quarterly Report on Form 10-Q was filed with the SEC, disclosing shares outstanding. |
| 2024-12-31 | Date of event which requires filing of this statement (beneficial ownership snapshot date). |
| 2025-02-05 | Signature date for all Reporting Persons on the Schedule 13G. |
Keywords
Bentley Systems Inc., SEC Filing, Schedule 13G, Beneficial Ownership, Voting Power, Class A Common Stock, Class B Common Stock, Corporate Governance, Stockholders Agreement, Insider Ownership, Family Control, Dual-Class Stock
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