Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 14, 2021, Shamit Grover informed BrightView Holdings, Inc. (the
"Company") that he was resigning from the Company's Board of Directors (the
"Board"), effective immediately. Mr. Grover's decision to resign from the Board
is in connection with the items described in Item 8.01 below and does not
involve any disagreement on any matter relating to the Company's operations,
policies or practices.
Item 8.01. Other Events.
As previously disclosed, the Company is party to a stockholders agreement (the
"Stockholders Agreement") with affiliates of KKR & Co. Inc. and MSD Partners,
L.P. ("MSD"), pursuant to which Mr. Grover was nominated to the Board by MSD. On
May 14, 2021, in accordance with the terms of the Stockholders Agreement, MSD
notified the Company of its election to terminate (i) its right to nominate a
director pursuant to Section 2.1(a) of the Stockholders Agreement and (ii) the
voting agreement pursuant to Section 2.1(j) of the Stockholders Agreement,
effective immediately. Accordingly, the Company no longer qualifies as a
"controlled company" within the meaning of the rules of the New York Stock
Exchange ("NYSE") and the Securities and Exchange Commission and will become
subject to additional NYSE corporate governance requirements relating to board
and committee independence during the next twelve months.
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