47 unchanged sentences
Other Information
−Removed: During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
+Added: On December 12, 2024 , Mary Lou Burke Afonso , Chief Operating Officer , North America Center Operations, adopted a stock trading plan for the sale of up to 8,000 shares of the Company’s common stock until October 31, 2025 .
+Added: This trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: Other than as disclosed above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2024.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
+Added: We have adopted an insider trading policy regarding securities transactions (the “ Insider Trading Policy ”) that applies to the directors, officers, employees, consultants, and contractors of the Company and its subsidiaries.
+Added: We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as the applicable rules and regulations of the NYSE.
+Added: A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Information regarding our executive officers is set forth at the end of Part I of this Annual Report on Form 10-K under the caption “ Information about our Executive Officers.
−Removed: ” The remaining information required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed no later than 120 days after the close of our fiscal year ended December 31, 2023 (the “Definitive Proxy Statement”) and is incorporated herein by reference.
+Added: ” The remaining information required by this item will be contained in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed no later than 120 days after the close of our fiscal year ended December 31, 2024 (the “Definitive Proxy Statement”) under the headings “Election of Directors,” “Corporate Governance and Director Independence” and “Board of Directors and Committees of the Board” and is incorporated herein by reference.
Executive Compensation
−Removed: Except for information regarding securities authorized under our equity compensation plans as set forth in Item 5 of this Annual Report on Form 10-K under the caption “ Equity Compensation Plans ,” the information required by this item will be contained in our Definitive Proxy Statement and is incorporated herein by reference.
+Added: Except for information regarding securities authorized under our equity compensation plans as set forth in Item 5 of this Annual Report on Form 10-K under the caption “ Equity Compensation Plans ,” the information required by this item will be contained in our Definitive Proxy Statement under the headings “Director Compensation,” “Executive Compensation,” “CEO Pay Ratio,” “Pay versus Performance,” “Compensation Committee Report” and “Board of Directors and Committees of the Board” and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item will be contained in our Definitive Proxy Statement and is incorporated herein by reference.
+Added: Except for information regarding our dividend policy included in Item 5 of this Annual Report on Form 10-K, the information required by this item will be contained in our Definitive Proxy Statement under the heading “Stock Ownership Information” and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item will be contained in our Definitive Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be contained in our Definitive Proxy Statement under the headings “Corporate Governance and Director Independence” and “Transactions with Related Persons” and is incorporated herein by reference.
Principal Accountant Fees and Services
−Removed: The information required by this item will be contained in our Definitive Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be contained in our Definitive Proxy Statement under the heading “Audit Committee Matters” and is incorporated herein by reference.
Exhibits and Financial Statement Schedules
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Number Exhibit Title
−Removed: 3.1 Form of Second Restated Certificate of Incorporation of Bright Horizons Family Solutions Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No.
−Removed: 333-184579, filed October 24, 2012)
+Added: 3.1 Form of Third Amended and Restated Certificate of Incorporation of Bright Horizons Family Solutions Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No.
+Added: 001-35780, filed June 7, 2024)
3.2 Amended and Restated Bylaws of Bright Horizons Family Solutions Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-K, File No.
−Removed: 001-35780, filed March 15, 2017)
−Removed: 4.1 Description of Registrant's Securities registered pursuant to the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K, File No.
−Removed: 001-35780, filed March 1, 2021)
+Added: (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, File No.
+Added: 001-35780, filed June 7, 2024)
+Added: 4.1* Description of Registrant's Securities registered pursuant to the Securities Exchange Act of 1934
10.1.1 Credit Agreement, as amended and restated as of November 7, 2016, by and among Bright Horizons Family Solutions LLC, Bright Horizons Capital Corp., JPMorgan Chase Bank, N.A., the Lenders and other parties thereto, as previously named (incorporated by reference to Exhibit 10.3(2) to the Company’s Annual Report on Form 10-K, filed March 1, 2017)
−Removed: Number Exhibit Title
10.1.2 Amendment Agreement, dated as of November 23, 2021, including the Second Amended and Restated Credit Agreement, by and among Bright Horizons Family Solutions LLC, Bright Horizons Capital Corp., certain other subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as the 2021 Term B Lender, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 24, 2021)
10.1.3 First Amendment to Second Amended and Restated Credit Agreement, dated December 21, 2022, by and among Bright Horizons Family Solutions LLC, Bright Horizons Capital Corp., certain other subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as the 2021 Term B Lender, and the other Lenders party thereto (incorporated by reference to Exhibit 10.1.3 to the Company’s Annual Report on Form 10-K, filed February 28, 2023)
+Added: 10.1.4 Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 11, 2024, by and among Bright Horizons Family Solutions LLC, Bright Horizons Capital Corp., certain other subsidiaries of the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, File No.
+Added: 001-35780, filed December 11, 2024)
10.2† Bright Horizons Family Solutions Inc.
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10.13† Form of Restricted Stock Agreement (Employees) under the 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed May 30, 2019)
+Added: Number Exhibit Title
10.14† Form of Restricted Stock Unit Agreement (Directors) under the 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed May 30, 2019)
4 unchanged sentences
10.19† Form of Non-Statutory Stock Option Agreement (Employees) under the 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of June 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed August 7, 2017)
−Removed: Number Exhibit Title
10.20† Form of Restricted Stock Unit Agreement (Directors) under the 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of June 1, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed August 7, 2017)
1 unchanged sentence
10.22† Amended and Restated Severance Agreement between Bright Horizons Family Solutions LLC and John Casagrande (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K, filed on February 27, 2020)
−Removed: 10.23† Amended and Restated Service Agreement between Bright Horizons Family Solutions Limited and Rosamond Marshall, dated as July 1, 2022 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed February 28, 2023)
+Added: 10.23† Amended and Restated Service Agreement between Bright Horizons Family Solutions Limited and Rosam u nd Marshall, dated as July 1, 2022 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, filed February 28, 2023)
10.24† Severance Agreement between Bright Horizons Family Solutions LLC and Mandy Berman, dated as of February 21, 2023 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed February 28, 2023)
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Employees) under the 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated as of May 29, 2019 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed May 8, 2023)
+Added: 19.* Bright Horizons Family Solutions Inc.
+Added: Amended and Restated Insider Trading Policy.
21.1* Subsidiaries of Bright Horizons Family Solutions Inc.
1 unchanged sentence
31.1* Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Number Exhibit Title
31.2* Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
5 unchanged sentences
Compensation Clawback Policy.
+Added: (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K, filed February 27, 2024)
101.INS* Inline XBRL Instance Document - the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
4 unchanged sentences
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Number Exhibit Title
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
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/s/ Jordan Hitch Director February 27, 2025
−Removed: /s/ Sara Lawrence-Lightfoot Director February 27, 2024
−Removed: Sara Lawrence-Lightfoot
Minehan Director February 27, 2025
1 unchanged sentence
Laurel Richie
+Added: /s/ Jennifer Schulz Director February 27, 2025
+Added: Jennifer Schulz
/s/ Mary Ann Tocio Director February 27, 2025
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.