Bentley Systems (BSY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders as of March 31, 2026, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include election of eight directors, advisory vote on executive compensation, and ratification of KPMG LLP as independent auditor for 2026.

• Shareholders may submit proposals for the 2027 Annual Meeting, with specific deadlines and requirements outlined.

Board of directors and corporate governance

• Board consists of eight directors, including a Lead Independent Director and committees composed entirely of independent directors.

• Controlled company status allows exemption from certain Nasdaq governance requirements, but independent committees are maintained.

• Board committees include Audit, Sustainability, and Nominating, each with defined responsibilities and regular meetings.

• Stock ownership guidelines, clawback policy, and robust code of conduct are in place.