BRINKS CO0000078890false00000788902026-04-282026-04-28

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): April 28, 2026

THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
Virginia001-0914854-1317776
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareBCONew 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 Exchange Act. ☐





Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2026, The Brink’s Company (the “Company”) held its annual meeting of shareholders (the “2026 Annual Meeting”), at which five proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026 (the “2026 Proxy Statement”).

At the 2026 Annual Meeting, the Company’s shareholders approved The Brink’s Company Amended and Restated 2024 Equity Incentive Plan (the “Amended and Restated 2024 Plan”), which amends the Company’s 2024 Equity Incentive Plan, originally effective as of May 2, 2024. The Amended and Restated 2024 Plan, among other things, adds 3,900,000 shares of the Company's common stock available for issuance under the plan.

The Amended and Restated 2024 Plan is described in detail in, and attached as appendix to, the 2026 Proxy Statement. The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated 2024 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, five proposals were submitted to the Company’s shareholders, including the proposal to approve the Amended and Restated 2024 Plan. A quorum of the Company’s common shares was present for the 2026 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 – Shareholders elected nine nominees to the Board for terms expiring in 2027. The name of each director and the votes cast for such individual are set forth below:
ForAgainstAbstainBroker Non-Votes
Kathie J. Andrade33,968,2372,281,591138,1381,760,832
Paul G. Boynton35,632,622726,73228,6121,760,832
Ian D. Clough35,877,716485,30224,9481,760,832
Susan E. Docherty35,663,469695,80528,6921,760,832
Mark Eubanks35,945,323413,94528,6981,760,832
Michael J. Herling35,368,307990,93328,7261,760,832
A. Louis Parker35,731,956624,98331,0271,760,832
Timothy J. Tynan36,098,041264,87424,9511,760,832
Keith R. Wyche35,709,319630,27748,3701,760,832




Proposal 2 – Shareholders approved an advisory resolution on named executive compensation.
ForAgainstAbstainBroker Non-Votes
35,902,479419,40766,0801,760,832

Proposal 3 – Shareholders approved the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

ForAgainstAbstainBroker Non-Votes
38,023,92570,92054,5830

Proposal 4 – Shareholders approved the Company’s Amended and Restated 2024 Equity Incentive Plan:
ForAgainstAbstainBroker Non-Votes
35,301,4451,018,33168,1901,760,832

Proposal 5 – Shareholders voted against the Shareholder proposal requesting a report on employee retention rates by demographic categories:
ForAgainstAbstainBroker Non-Votes
2,619,07533,439,945328,9461,760,832

Item 9.01Financial Statements and Exhibits.
(d)Exhibits
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
                        
THE BRINK’S COMPANY
(Registrant)
Date: May 4, 2026By:/s/ Kurt B. McMaken
Kurt B. McMaken
Executive Vice President and
Chief Financial Officer