Bright Horizons Family Solutions (BFAM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with shareholders able to participate and vote online.

• Shareholders will vote on the election of three directors, an advisory say-on-pay vote, and the ratification of the external auditor.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for paper copies upon request.

• The company emphasizes transparency, shareholder engagement, and strong corporate governance practices.

Voting matters and shareholder proposals

• Shareholders will elect three directors for one-year terms as part of the ongoing board declassification process.

• Advisory vote on 2024 executive compensation (say-on-pay) is included, with prior strong shareholder support (94% in 2024).

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025 is proposed.

• Shareholders may submit proposals for the 2026 annual meeting following specified procedures.

Board of directors and corporate governance

• The board is transitioning to full annual elections by 2027, with a majority of independent directors.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.

• Board refreshment continues, with recent additions and retirements to ensure diverse skills and perspectives.

• Directors are subject to stock ownership guidelines, annual self-assessments, and limits on outside board service.

• The roles of Chair and CEO are separated, and executive sessions are led by an independent director.