DEF 14A: Bentley Systems Announces Annual Meeting of Stockholders, Outlines Key Proposals

Bentley Systems will hold its annual stockholder meeting virtually on May 23, 2024, to vote on director elections, executive compensation, and auditor ratification.

Summary

• Bentley Systems Incorporated is holding its Annual Meeting of Stockholders on May 23, 2024, in a virtual format.
• Stockholders of record as of April 4, 2024, are eligible to vote.
• The meeting will address the election of directors, an advisory vote on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2024.
• The Board recommends voting for the director nominees, the approval of executive compensation, and the ratification of KPMG LLP.
• The proxy statement and annual report were first sent to stockholders on or about April 12, 2024.
• The company's Board of Directors consists of seven directors.
• Gregory S. Bentley intends to transition from Chief Executive Officer to Executive Chair on July 1, 2024.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong performance metrics and a commitment to sustainability and corporate governance. The high stockholder support for executive compensation and the company's focus on long-term value creation contribute to the positive sentiment.

Positives

• The company achieved a 26.4% Adjusted Operating Income with stock-based compensation (Adjusted OI w/SBC) margin in 2023.
• Stockholders showed approximately 96% support for the executive compensation program in the 2023 advisory vote.
• The company has implemented a clawback policy applicable to all executive officers.
• The company is committed to environmental responsibility and has validated near-term greenhouse gas reduction targets by the Science Based Targets initiative (SBTi).
• The company reported an 88% participation rate in the 2023 Annual Colleague Engagement Survey, with 81% of colleagues proud to work for Bentley Systems.

Risks

• Cybersecurity risks are an ongoing concern for the company, requiring continuous oversight and management.
• The company is preparing for future climate-related disclosures and assurance of relevant disclosures, to the extent required, which may pose compliance challenges.

Future Outlook

The company looks forward to reporting additional product-related impacts and case studies that highlight the ways it enables its users to make progress towards global sustainability goals. The company is also preparing for future climate-related disclosures and assurance of relevant disclosures, to the extent required.

Management Comments

• Our mission is to help people design, build, and operate better and more resilient infrastructure.
• We embrace a compensation philosophy of offering our executives a competitive compensation and benefits package.

Industry Context

The document highlights Bentley Systems' commitment to sustainability and alignment with the United Nations Sustainable Development Goals (UN SDGs), reflecting a growing trend in the software industry to integrate ESG factors into business operations and product development.

Comparison to Industry Standards

• The document mentions several peer companies in the application/systems software industry, including ANSYS, Cadence Design Systems, and Aspen Technology, which are also known for their focus on engineering and design software.
• Bentley's commitment to ESG and sustainability aligns with industry trends, as companies like Autodesk and Dassault Systèmes are also increasingly emphasizing sustainable solutions and reporting on their environmental impact.
• The company's executive compensation practices are benchmarked against these peers to ensure competitiveness in attracting and retaining talent.

Management Changes

Corporate Governance

Related Party Transactions

• In February of 2022, after review and approval by the Audit Committee, we sold a 50% interest in an aircraft owned by, our subsidiary, Bentley Systems Aviation, LLC (Bentley Aviation), to an entity (the Purchaser) controlled by Gregory S. Bentley, our Chairperson and Chief Executive Officer, for an aggregate purchase price of $2.38 million.

Stakeholder Impact

• The company's commitment to sustainability and ESG initiatives is expected to positively impact stakeholders, including shareholders, employees, customers, and communities.
• The company's focus on colleague success and well-being is expected to improve employee engagement and retention.
• The company's commitment to stockholder engagement is expected to improve transparency and accountability.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to engage with stockholders and consider their feedback in future decisions.
• The company will continue to monitor emerging regulations in relevant jurisdictions and prepare to meet all aspects of compliance.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Executive Compensation, KPMG, Corporate Governance, ESG, Director Election, Bentley Systems