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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 21, 2026

 

 

 

BENTLEY SYSTEMS, INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
001-39548
95-3936623

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
 
 

685 Stockton Drive
 
 

Exton , Pennsylvania
 
19341

(Address of principal executive offices)
 
(Zip Code)

 

Registrant’s
telephone number, including area code: ( 610 ) 458-5000

 

 

 

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
 
Name of each exchange on which registered

Class B
Common Stock, $0.01 Par Value
 
BSY
 
The Nasdaq Stock Market LLC

 

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 Exchange Act.   ¨

 

 

 

 

 

 

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

 

Bentley Systems, Incorporated (the “Company”)
held its 2026 Annual Meeting of Stockholders (“Annual Meeting”) on May 21, 2026. The matters voted upon and the final
voting results were as stated below. Holders of the shares of the Company’s Class A Common Stock were entitled to 29 votes
per share held as of the close of business on March 31, 2026 (the “Record Date”) and holders of the shares of the Company’s
Class B Common Stock were entitled to one vote per share held as of the Record Date. Holders of the shares of Class A Common
Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to
a vote of stockholders at the Annual Meeting. The proposals related to each matter are described in detail in the Company’s definitive
proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 10, 2026. Each director
will serve for the ensuing year and until his or her successor is duly elected and qualified.

 

Proposal No. 1 — Election of Directors

 

   
Votes For    
Votes Withheld    
Broker Non-Votes  

Gregory S. Bentley  
  509,993,099    
  42,342,860    
  12,658,376  

Keith A. Bentley  
  510,461,626    
  41,874,333    
  12,658,376  

Barry J. Bentley, Ph.D.  
  510,455,853    
  41,880,106    
  12,658,376  

Raymond B. Bentley  
  511,130,312    
  41,205,647    
  12,658,376  

Nicholas H. Cumins  
  514,633,583    
  37,702,376    
  12,658,376  

Kirk B. Griswold  
  485,907,476    
  66,428,483    
  12,658,376  

Janet B. Haugen  
  503,167,359    
  49,168,600    
  12,658,376  

Brian F. Hughes  
  511,868,275    
  40,467,684    
  12,658,376  

 

Proposal No. 2 — Advisory (Non-Binding)
Vote to Approve the Compensation of the Company’s Named Executive Officers

 

   
     
     
     
Broker  

   
Votes For    
Votes Against    
Abstentions (1)    
Non-Votes (1)  

Proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement.  
  532,030,070    
  18,740,829    
  1,565,060    
  12,658,376  

 

 

(1) Abstentions and broker non-votes have no effect on the outcome of the vote on this proposal.

 

Proposal No. 3 — Ratification of Independent
Registered Public Accounting Firm

 

   
Votes For    
Votes Against    
Abstentions  

Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.  
  557,377,789    
  7,093,035    
  523,511  

 

 

 

 

Item 8.01 Other Events.

 

On May 22, 2026, Bentley Systems, Incorporated
announced that its Board of Directors declared a $0.07 per share dividend for the second quarter of 2026. The cash dividend will be payable
on June 11, 2026 to all stockholders of record of Class A and Class B Common Stock as of the close of business on June 2,
2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.
 
Description

 
 
 

99.1
 
Press release dated May 22, 2026

 
 
 

104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

 
Bentley Systems, Incorporated

 
 
 

Date: May 26, 2026
By:
/s/
DAVID R. SHAMAN

 
Name:
David R. Shaman

 
Title:
Chief Legal Officer and Secretary