Sector: Industrials
BRIGHTVIEW HOLDINGS INC · Meeting: March 3, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Abrahamson has served on the board since August 2015, well within the underperformance period; BrightView's 3-year stock gain of 103.1% sounds strong in isolation but lags the company's own disclosed peer group median by 182.6 percentage points, far exceeding the 65-point threshold required to trigger an against vote; the 5-year record does not provide a mitigant because BrightView's 5-year return of -12.4% versus the peer median of +118.5% also exceeds the threshold.
Ms. Okun Bomba has served on the board since April 2019, well within the underperformance period; BrightView's 3-year gain of 103.1% lags the company's own peer group median by 182.6 percentage points, far exceeding the 65-point trigger threshold; the 5-year record (-12.4% vs peer median +118.5%) also exceeds the threshold and provides no mitigant.
Mr. Cornog has served on the board since May 2022, which is more than 24 months ago and his tenure covers the full underperformance period; BrightView's 3-year gain of 103.1% lags the company's peer group median by 182.6 percentage points, well above the 65-point trigger; the 5-year data also confirms sustained underperformance, providing no mitigant.
Mr. Lopez has served on the board since September 2021, well within the underperformance period; BrightView's 3-year stock return of 103.1% trails the company's own peer group median by 182.6 percentage points, far exceeding the 65-point trigger; the 5-year record also underperforms the same peers beyond the applicable threshold.
Mr. Raether has served as board chairman since May 2015, spanning the entire underperformance period; BrightView's 3-year gain of 103.1% lags the company's own peer group median by 182.6 percentage points, far in excess of the 65-point trigger threshold applicable when absolute 3-year TSR exceeds 20%; the 5-year underperformance versus the same peers also exceeds the threshold, providing no mitigant.
Ms. Swan has served on the board since April 2019, spanning the full underperformance period; BrightView's 3-year return of 103.1% lags the company's own disclosed peer group median by 182.6 percentage points, far exceeding the 65-point trigger; the 5-year record similarly underperforms the same peers beyond the applicable threshold.
For Analysis
Mr. Asplund joined the board in October 2023, which is within the 24-month exemption window for new directors, so the TSR underperformance trigger does not apply to him.
The TSR underperformance trigger fires against six of the seven nominees voted on by common stockholders. Although BrightView delivered a positive 3-year stock return of 103.1%, the company's own disclosed compensation peer group median return was 285.7% over the same period — a gap of 182.6 percentage points, which massively exceeds the 65-point threshold applicable when absolute 3-year TSR is above 20%. The 5-year record (-12.4% for BrightView vs. +118.5% peer median) provides no mitigant. Only CEO Dale Asplund, who joined the board in October 2023, is exempt from the trigger under the 24-month new-director rule. The two One Rock designees (Kurt Barker and Josh Goldman) are elected solely by Series A Preferred holders and are not subject to this common-stockholder ballot.
CEO
Dale Asplund
Total Comp
$6,382,062
Prior Support
98%%
CEO Dale Asplund's total compensation of $6,382,062 is consistent with benchmarks for a CEO at an approximately $1.3 billion market cap industrial services company, with base salary of $950,000 and the large majority of pay delivered through performance-tied stock awards and annual bonuses. The pay mix is heavily variable — roughly 85% of total compensation is in the form of equity awards and an annual bonus that paid out at 112% of target based on pre-established financial metrics — well above the 50-60% variable pay threshold required by policy. The company's prior Say on Pay vote received approximately 98% support, signaling strong shareholder approval, and the compensation program includes meaningful clawback provisions, stock ownership requirements, and no problematic features such as tax gross-ups or re-pricing.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,824,030
Non-Audit Fees
$364,906
Non-audit fees (tax fees of $353,536 plus other fees of $11,370, totaling $364,906) represent approximately 12.9% of audit fees of $2,824,030, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.3 billion market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Meeting held March 3, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Kurtis Barker | 100.0% | 500,000 | 0 | ✓ Elected |
| Joshua Goldman | 100.0% | 500,000 | 0 | ✓ Elected |
| Jane Okun Bomba | 99.5% | 132.2M | 684,231 | ✓ Elected |
| Frank Lopez | 99.2% | 131.8M | 1.1M | ✓ Elected |
| Dale A. Asplund | 98.7% | 131.1M | 1.7M | ✓ Elected |
| Mara Swan | 98.5% | 130.8M | 2.0M | ✓ Elected |
| William Cornog | 96.5% | 128.2M | 4.6M | ✓ Elected |
| Paul E. Raether | 92.2% | 122.5M | 10.3M | ✓ Elected |
| James R. Abrahamson | 82.3% | 109.4M | 23.5M | ✓ Elected |
Auditor Ratification
For 139.0M · Against 206,047 · Abstain 5,348
The 2026 BrightView annual meeting presents two straightforward votes — FOR on auditor ratification and FOR on Say on Pay — alongside a director election where six of the seven common-shareholder nominees draw AGAINST votes due to severe 3-year stock price underperformance relative to the company's own peer group (a gap of 182.6 percentage points, far exceeding the policy threshold), with only newly appointed CEO Dale Asplund receiving a FOR vote under the 24-month new-director exemption. There are no stockholder proposals on this ballot.
3 companies disclosed in 2026 proxy filing
