BRINKS CO0000078890false00000788902022-09-232022-09-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 23, 2022
(Exact name of registrant as specified in its charter)
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| Virginia | 001-09148 | 54-1317776 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (804) 289-9600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | BCO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 23, 2022, the Board of Directors (the “Board”) of The Brink’s Company (the “Company”), upon recommendation of the Corporate Governance and Nominating Committee of the Board, appointed Keith R. Wyche as a non-employee director of the Company, effective on December 7, 2022, at which time the size of the Board will increase by one. As a non-employee director of the Company, Mr. Wyche will be eligible to participate in the Company’s compensation arrangements for non-employee directors, as described in the Company’s annual proxy statement filed with the Securities and Exchange Commission on March 23, 2022, and will receive an annual equity award of deferred stock units valued at $145,000, pro-rated based on the effective date of his appointment to the Board. Mr. Wyche has been appointed to serve on the Company’s Corporate Governance and Nominating Committee, effective December 7, 2022.
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| Item 7.01 | Regulation FD Disclosure. |
On September 29, 2022, the Company issued a press release related to the appointment of Mr. Wyche to the Board. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
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| Item 9.01 | Financial Statements and Exhibits. | |
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| (d) | Exhibits | |
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| 99.1 | |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| THE BRINK’S COMPANY (Registrant) |
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| Date: September 29, 2022 | By: | /s/ Kurt B. McMaken |
| | Kurt B. McMaken |
| | Executive Vice President and
Chief Financial Officer |