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Preferred and Common Stock
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Preferred and Common Stock Preferred and Common Stock
Preferred Stock Authorized and Selected Terms
The Company’s amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of preferred stock. Preferred stock has rights, preferences, and privileges which may be designated from time to time by the Company’s Board of Directors.
Common Stock Authorized and Selected Terms
The Company’s amended and restated Certificate of Incorporation authorizes the Company to issue up to 100,000,000 shares of Class A common stock and up to 1,800,000,000 shares of Class B common stock.
The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class B common stock is entitled to one vote per share, while each share of Class A common stock is entitled to 29 votes per share and is convertible at any time into one share of Class B common stock. Class A common stock will automatically convert into Class B common stock upon certain transfers, and its votes per share will be reduced to 11 in the event none of the Bentleys (Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively) serves as a Company director or executive officer. Class A common stock also will automatically convert into shares of Class B common stock upon the affirmative vote of at least 90% of the then outstanding shares of Class A common stock or such time that the Bentley family (the Bentleys, certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families, collectively) directly or indirectly, own less than 20% of the issued and outstanding Class B common stock on a fully-diluted basis (assuming the conversion of all issued and outstanding Class A common stock).
For the year ended December 31, 2023, 64,130 shares of Class A common stock were converted to Class B common stock.
BSY Stock Repurchase Program
On May 11, 2022, the Company announced that its Board of Directors approved the Repurchase Program authorizing the Company to repurchase up to $200,000 of the Company’s Class B common stock through June 30, 2024. On December 14, 2022, the Company’s Board of Directors amended the Repurchase Program to allow the Company also to repurchase its outstanding convertible senior notes. This additional authorization did not increase the overall dollar limit of the Repurchase Program. The shares and notes proposed to be acquired in the Repurchase Program may be repurchased from time to time in open market transactions, through privately negotiated transactions, or by other means in accordance with federal securities laws. The Company intends to fund repurchases from available working capital and cash provided by operating activities. The timing, as well as the number and value of shares and/or notes repurchased under the Repurchase Program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s shares, the market price of the Company’s Class B common stock and outstanding notes, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, and applicable legal requirements. The exact number of shares and/or notes to be repurchased by the Company is not guaranteed, and the Repurchase Program may be suspended, modified, or discontinued at any time without prior notice. The Company did not repurchase shares under the Repurchase Program for the year ended December 31, 2023. For the year ended December 31, 2022, the Company repurchased 896,126 shares for $28,250, and $2,170 aggregate principal amount of our outstanding 2026 Notes for $1,998 (see Note 10) under the Repurchase Program. As of December 31, 2023, $169,752 was available under the Company’s Board of Directors authorization for future repurchases of Class B common stock and/or outstanding convertible senior notes under the Repurchase Program.
Common Stock Issuances, Sales, and Repurchases
On June 17, 2021, the Company issued 3,141,342 shares of the Company’s Class B common stock pursuant to the acquisition of Seequent (see Note 4).
The Company has a Class B Common Stock Purchase Agreement with a strategic investor (the “Common Stock Purchase Agreement”), pursuant to which the investor acquired the maximum purchase amount of $250,000 of the Company’s Class B common stock. The Common Stock Purchase Agreement grants to the strategic investor certain informational and protective rights, including, for so long as the Company remains party to a long-term strategic collaboration agreement with the investor the right to participate in any sale process the Company may undertake. The Common Stock Purchase Agreement expires in 2030.
For the year ended December 31, 2023, the Company issued 2,621,959 shares of Class B common stock to colleagues who exercised their stock options, net of 238,627 shares withheld at exercise to pay for the cost of the stock options, as well as for $6,581 of applicable income tax withholdings. The Company received $11,715 in proceeds from the exercise of stock options.
For the year ended December 31, 2022, the Company issued 2,613,659 shares of Class B common stock to colleagues who exercised their stock options, net of 397,501 shares withheld at exercise to pay for the cost of the stock options, as well as for $9,188 of applicable income tax withholdings. The Company received $8,338 in proceeds from the exercise of stock options.
For the year ended December 31, 2021, the Company issued 4,587,053 shares of Class B common stock to colleagues who exercised their stock options, net of 1,066,498 shares withheld at exercise to pay for the cost of the stock options, as well as for $37,785 of applicable income tax withholdings. The Company received $5,605 in proceeds from the exercise of stock options.
For the year ended December 31, 2022, the Company issued 185,178 shares of Class B common stock related to the exercise of acquisition options (see Note 15), net of 714,822 shares withheld at exercise to pay for the cost of the options. The Company did not receive any proceeds from the exercise of these options.
For the years ended December 31, 2023, 2022, and 2021, the Company issued 247,867, 445,050, and 238,755 shares of Class B common stock, respectively, in connection with Bonus Plan incentive compensation, net of shares withheld. Of the total 383,181 shares awarded for the year ended December 31, 2023, 135,314 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,756. Of the total 569,166 shares awarded for the year ended December 31, 2022, 124,116 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $5,197. Of the total 407,473 shares awarded for the year ended December 31, 2021, 168,718 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $8,739.
For the years ended December 31, 2023, 2022, and 2021, the Company issued 3,410,006, 3,541,375, and 2,378,645 shares of Class B common stock, respectively, to DCP participants in connection with distributions from the plan. The distribution in shares for the year ended December 31, 2023 totaled 4,345,945 shares of which 935,939 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $38,456. The distribution in shares for the year ended December 31, 2022 totaled 4,041,707 shares of which 500,332 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $24,246. The distribution in shares for the year ended December 31, 2021 totaled 3,820,099 shares of which 1,441,454 shares were sold back to the Company in the same period to pay for applicable income tax withholdings of $69,007.
Dividends
The Company declared cash dividends during the periods presented as follows:
Dividend
Per ShareAmount
2023:
Fourth quarter$0.05 $14,764 
Third quarter0.05 14,768 
Second quarter0.05 14,702 
First quarter0.05 14,522 
Total$0.20 $58,756 
2022:
Fourth quarter$0.03 $8,730 
Third quarter0.03 8,592 
Second quarter0.03 8,678 
First quarter0.03 8,353 
Total$0.12 $34,353 
2021:
Fourth quarter$0.03 $8,461 
Third quarter0.03 8,485 
Second quarter0.03 8,372 
First quarter0.03 8,219 
Total$0.12 $33,537 
Dividends Declared Subsequent to December 31, 2023
In February 2024, our Board of Directors approved cash dividends of $0.06 per share payable on March 28, 2024 to all stockholders of record of Class A and Class B common stock as of the close of business on March 20, 2024.
Global Employee Stock Purchase Plan
The Bentley Systems, Incorporated Global Employee Stock Purchase Plan (the “ESPP”) provides eligible colleagues of the Company with an opportunity to contribute up to 15% of their eligible compensation toward the purchase of the Company’s Class B common stock at a discounted price, up to a maximum of $25 per year and subject to any other plan limitations. The ESPP has 25,000,000 shares of Class B common stock reserved for issuance.
Unless otherwise determined by the Board of Directors, the ESPP has been implemented by means of consecutive offering periods, which will run from January 1st (or the first trading day thereafter) through June 30th (or the first trading day prior to such date), and from July 1st (or the first trading day thereafter) through December 31st (or the first trading day prior to such date). The purchase price per share at which shares of Class B common stock are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of a share of Class B common stock (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period).
During the year ended December 31, 2023, colleagues who elected to participate in the ESPP purchased a total of 315,840 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $9,988. Of the total 333,324 shares purchased, 17,484 shares were sold back to the Company to pay for applicable income tax withholdings of $845. During the year ended December 31, 2022, colleagues who elected to participate in the ESPP purchased a total of 307,406 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $10,335. Of the total 314,471 shares purchased, 7,065 shares were sold back to the Company to pay for applicable income tax withholdings of $273. During the year ended December 31, 2021, colleagues who elected to participate in the ESPP purchased a total of 104,716 shares of Class B common stock, net of shares withheld, resulting in cash proceeds to the Company of $3,846. Of the total 111,486 shares purchased, 6,770 shares were sold back to the Company to pay for applicable income tax withholdings of $438. As of December 31, 2023 and 2022, $5,790 and $5,230 of ESPP withholdings via colleague payroll deduction were recorded in Accruals and other current liabilities in the consolidated balance sheets, respectively. As of December 31, 2023, shares of Class B common stock available for future issuance under the ESPP were 24,272,038.