Brinks Company filed SEC Form 8-K: Financial Statements and Exhibits
$BCO
Integrated Freight & Logistics
Industrials
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
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 28, 2026
THE BRINK’S COMPANY | ||||||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (804 ) 289-9600
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
On April 28, 2026, The Brink’s Company (the “Company”) held its annual meeting of shareholders (the “2026 Annual Meeting”), at which five proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026 (the “2026 Proxy Statement”).
At the 2026 Annual Meeting, the Company’s shareholders approved The Brink’s Company Amended and Restated 2024 Equity Incentive Plan (the “Amended and Restated 2024 Plan”), which amends the Company’s 2024 Equity Incentive Plan, originally effective as of May 2, 2024. The Amended and Restated 2024 Plan, among other things, adds 3,900,000 shares of the Company's common stock available for issuance under the plan.
The Amended and Restated 2024 Plan is described in detail in, and attached as appendix to, the 2026 Proxy Statement. The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||
At the 2026 Annual Meeting, five proposals were submitted to the Company’s shareholders, including the proposal to approve the Amended and Restated 2024 Plan. A quorum of the Company’s common shares was present for the 2026 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.
Proposal 1 – Shareholders elected nine nominees to the Board for terms expiring in 2027. The name of each director and the votes cast for such individual are set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Kathie J. Andrade | 33,968,237 | 2,281,591 | 138,138 | 1,760,832 | |||||||||||||||||||
| Paul G. Boynton | 35,632,622 | 726,732 | 28,612 | 1,760,832 | |||||||||||||||||||
| Ian D. Clough | 35,877,716 | 485,302 | 24,948 | 1,760,832 | |||||||||||||||||||
| Susan E. Docherty | 35,663,469 | 695,805 | 28,692 | 1,760,832 | |||||||||||||||||||
| Mark Eubanks | 35,945,323 | 413,945 | 28,698 | 1,760,832 | |||||||||||||||||||
| Michael J. Herling | 35,368,307 | 990,933 | 28,726 | 1,760,832 | |||||||||||||||||||
| A. Louis Parker | 35,731,956 | 624,983 | 31,027 | 1,760,832 | |||||||||||||||||||
| Timothy J. Tynan | 36,098,041 | 264,874 | 24,951 | 1,760,832 | |||||||||||||||||||
| Keith R. Wyche | 35,709,319 | 630,277 | 48,370 | 1,760,832 | |||||||||||||||||||
Proposal 2 – Shareholders approved an advisory resolution on named executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 35,902,479 | 419,407 | 66,080 | 1,760,832 | |||||||||||||||||
Proposal 3 – Shareholders approved the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 38,023,925 | 70,920 | 54,583 | 0 | |||||||||||||||||
Proposal 4 – Shareholders approved the Company’s Amended and Restated 2024 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 35,301,445 | 1,018,331 | 68,190 | 1,760,832 | |||||||||||||||||
Proposal 5 – Shareholders voted against the Shareholder proposal requesting a report on employee retention rates by demographic categories:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 2,619,075 | 33,439,945 | 328,946 | 1,760,832 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||||||||
| (d) | Exhibits | ||||||||||
| 10.1 | |||||||||||
| 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.
THE BRINK’S COMPANY (Registrant) | ||||||||
| Date: May 4, 2026 | By: | /s/ Kurt B. McMaken | ||||||
| Kurt B. McMaken | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||