Bright Horizons Family Solutions Inc

1. 1

   Election of Six Directors

   ManagementBoard: FOR

   Elect six director nominees—Lawrence M. Alleva, Joshua Bekenstein, Stephen H. Kramer, David H. Lissy, Laurel J. Richie, and Jennifer Schulz—to one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Advisory Vote on Named Executive Officer 2025 Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This is a non-binding advisory ‘say-on-pay’ proposal asking shareholders to approve the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy and practices, which emphasize a pay-for-performance mix with substantial long-term equity and performance-based awards. For 2025 the Compensation Committee structured executive pay with a mix of base salary, annual cash bonuses tied 50% to individual performance and 50% to corporate metrics (Adjusted EBITDA and Adjusted EPS), and long-term incentive awards composed of RSUs, PRSUs and options (with PRSUs tied to multi-year Adjusted EBITDA growth). Management highlights governance features—clawback policy, a 3x cap on corporate bonus payouts, stock ownership guidelines, independent committee oversight, and engagement with shareholders—and points to strong historical shareholder support (approximately 94.2% in 2025) as evidence that the program is appropriate. The proxy also discloses planned changes for 2026 to shift LTIP composition toward a greater percentage of performance-based equity (50% PRSUs / 50% RSUs) and adjustments to certain target award sizes for retention and market alignment, including an increase in the CEO’s LTIP target. From an analytical perspective, the proposal raises questions about the balance between fixed and at-risk pay, the adequacy and rigor of performance targets (which are based on non-GAAP measures such as Adjusted EBITDA and Adjusted EPS), and recent pay outcomes relative to TSR and other performance indicators; management argues that its mix and metrics align pay with both short- and long-term operational performance while limiting windfalls via caps and clawbacks. The vote is advisory and non-binding; however, the Compensation Committee has stated it will consider the outcome when setting future compensation. For an investor or analyst evaluating the merits, key considerations include the transparency and calibrations of the performance measures, the effects of the 2026 LTIP shift toward PRSUs on incentive alignment, recent shareholder support levels, and whether realized pay has meaningfully tracked underlying economic performance and shareholder returns.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Bright Horizons Family Solutions Inc 2026 annual meeting?

Bright Horizons Family Solutions Inc (BFAM) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Bright Horizons Family Solutions Inc 2026 meeting?

The record date for the Bright Horizons Family Solutions Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bright Horizons Family Solutions Inc's 2026 meeting?

The board is presenting 6 director nominees at the Bright Horizons Family Solutions Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bright Horizons Family Solutions Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Bright Horizons Family Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.