shareholder proposal · 2024

Trillium Asset Management at Bright Horizons Family Solutions

Enhance existing reporting to include a chart identifying employees by gender and race in each of the nine job categories the federal equal employment agency uses, giving numbers or percentages, together with quantitative and comprehensive workforce data and trend metrics on gender, race and ethnicity.

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What happened

Result: Submitted on 17 December 2024 for the 2025 annual meeting. Bright Horizons asked the SEC on 31 January 2025 for leave to omit it, as ordinary business under Rule 14a-8(i)(7) and as substantially implemented under Rule 14a-8(i)(10). Trillium withdrew the proposal by email on 4 February 2025, the company withdrew its request the next day, and on 7 February 2025 the staff replied that the matter was moot and it would not comment. Shareholders never voted on it.

No commitment by the company is recorded. What the correspondence does record is the company's own account of why it thought the proposal already met: it told the staff it had fully implemented the first request by publishing its EEO-1 report on its investor relations website, and answered the second with the workforce data in its Form 10-K since the 2020 financial year and in its proxy statement since 2022. Whether that account persuaded Trillium, or something else did, the withdrawal email does not say.

Bright Horizons Family Solutions, Inc.: Rule 14a-8 correspondence on the Trillium Asset Management workforce proposal, U.S. Securities and Exchange Commission, 2025-02

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