UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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BRIGHTVIEW HOLDINGS, INC.

(Exact of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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980 Jolly Road
Blue Bell, Pennsylvania 19422

January 23, 2020​

Dear Stockholders:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders of BrightView Holdings, Inc. to be held on Tuesday, March 10, 2020 at 11:00 a.m., Eastern Daylight Time at the DoubleTree Suites Philadelphia West, 640 Fountain Road, Plymouth Meeting, Pennsylvania 19462.

As permitted by the rules of the Securities and Exchange Commission, we are furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about January 23, 2020 to our stockholders of record at the close of business on January 13, 2020. The notice contains instructions on how to access our Proxy Statement and 2019 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Thank you for your continued support of BrightView.

Sincerely,

Paul E. Raether
Chairman of the Board of Directors

Andrew V. Masterman
President and Chief Executive Officer, Director

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS OF BRIGHTVIEW HOLDINGS, INC.

You have three options for submitting your vote before the Annual Meeting:

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Internet, through computer or mobile device such as a tablet or smartphone;

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Telephone; or

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Mail.

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Please vote as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting in person.

By Order of the Board of Directors,

Jonathan M. Gottsegen
Corporate Secretary
January 23, 2020
Blue Bell, Pennsylvania

TABLE OF CONTENTS

980 Jolly Road
Blue Bell, Pennsylvania 19422

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 10, 2020

GENERAL INFORMATION

Why am I being provided with these materials?

We first sent a Notice of Internet Availability of Proxy Materials and made these proxy materials available to you via the Internet on or about January 23, 2020 or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors of BrightView Holdings, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on March 10, 2020, and at any postponements or adjournments of the Annual Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares in person.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

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Proposal No. 1: Election of the eight director nominees listed in this Proxy Statement (the “Nominee Proposal”).

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Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020 (the “Ratification Proposal”).

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Proposal No. 3: Approval of the BrightView Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “Plan Amendment Proposal”).

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Who is entitled to vote?

Stockholders as of the close of business on January 13, 2020 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 104,845,327 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

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Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”);

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Held for you in an account with a broker, bank or other nominee (shares held in “street name”) — Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares; and

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Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans.

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What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” as described below also are counted as present and entitled to vote for purposes of determining a quorum.

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What is a “broker non-vote”?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, the Nominee Proposal and the Plan Amendment Proposal are considered non-discretionary matters and a broker will lack the authority to vote shares at his/her discretion on such proposals. The Ratification Proposal is considered a discretionary matter and a broker will be permitted to exercise his/her discretion.

How many votes are required to approve each proposal?

With respect to the Nominee Proposal, each director is elected at the Annual Meeting by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.

With respect to the Ratification Proposal, approval requires a vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal.

With respect to the Plan Amendment proposal, approval requires the affirmative vote of a majority of the votes cast.

How are votes counted?

With respect to the Nominee Proposal, you may vote “FOR,” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will not count as a vote “for” or “against” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of the Nominee Proposal.

With respect to the Ratification Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” the Ratification Proposal.

With respect to the Plan Amendment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are treated as votes cast under current NYSE rules and will therefore have the same effect as a vote “AGAINST” the Plan Amendment Proposal. Broker non-votes will have no effect on the outcome of the Plan Amendment Proposal.

If you just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each director nominee listed herein, “FOR” the Ratification Proposal and “FOR” the Plan Amendment Proposal as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the vote?

Representatives of American Stock Transfer & Trust Company, LLC (“AST”) will tabulate the votes and act as inspector of elections.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

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“FOR” each of the nominees to the Board set forth in this Proxy Statement.

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“FOR” the Ratification Proposal.

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“FOR” the Plan Amendment Proposal.

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How can I attend the Annual Meeting in person?

You are entitled to attend the Annual Meeting only if you are a stockholder as of the close of business on the Record Date, or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of BrightView stock on the Record Date. This can be any of the following:

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A brokerage statement or letter from a bank or broker indicating ownership on January 13, 2020;

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The Notice of Internet Availability of Proxy Materials;

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A printout of the proxy distribution email (if you received your materials electronically);

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A proxy card;

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A voting instruction form; or

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A legal proxy provided by your broker, bank, or nominee.

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Stockholders and proxy holders must also present a form of photo identification such as a driver’s license. We will be unable to admit anyone who does not present identification or refuses to comply with our security procedures.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

Directions to the meeting are available by calling the DoubleTree Suites at 1-610-834-8300 or visiting its website at doubletree3.hilton.com.

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

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By Internet — You may submit your proxy by going to www.voteproxy.com and by following the instructions on how to complete an electronic proxy card.

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By Telephone — You may submit your proxy by dialing 1-800-776-9437 and by following the recorded instructions.

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By Mail — You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

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If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Time on March 9, 2020 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards or voting instruction forms must be mailed sufficiently in advance to be received and processed by our tabulator before the polls close at the meeting. Brokers, banks or nominees may have earlier cutoff deadlines.

What does it mean if I receive more than one Notice on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

May I change my vote or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company’s Corporate Secretary at BrightView Holdings, Inc., 980 Jolly Road, Blue Bell, Pennsylvania 19422 prior to your shares being voted, or by attending the Annual Meeting in person and voting. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For

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shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instructions it has provided, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting.

Could other matters be decided at the Annual Meeting?

We do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

We also have retained D.F. King & Co., Inc. to assist in soliciting proxies. We expect to pay D.F. King & Co., Inc. approximately $10,000 plus expenses in connection with its solicitation of proxies.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Board of Directors has considered and nominated the following nominees for a one-year term expiring at the 2021 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified: James R. Abrahamson; Jane Okun Bomba; Shamit Grover; Andrew V. Masterman; Paul E. Raether; Richard W. Roedel; Mara Swan and Joshua T. Weisenbeck. Action will be taken at the Annual Meeting for the election of these nominees.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement intend to vote the proxies held by them “FOR” the election of the director nominees. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2020

The following information describes the offices held, other business directorships and the class and term of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE
ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Because affiliates of KKR and MSD Partners, L.P. (“MSD Partners” and, together with KKR, the “Sponsors”) hold more than 50% of our common stock we are considered a “controlled company” as defined in the listing standards of the NYSE. As such, we have elected to be exempt from the requirements to have a compensation committee and a nominating and corporate governance committee composed entirely of independent directors and a majority of independent directors on our Board.

Our Nominating and Corporate Governance Committee and Board evaluate the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Board or Audit, Compensation or Nominating and Corporate Governance Committee or the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary of the Company, 980 Jolly Road, Blue Bell, Pennsylvania 19422. The Chief Legal Officer and Corporate Secretary will initially review and compile all communications and summarize lengthy or repetitive communications prior to forwarding such communications to the appropriate party. The Chief Legal Officer and Corporate Secretary will not forward communications that are not relevant to the duties and responsibilities of the Board, including spam, junk mail and mass mailings, product or service inquiries, new product or service suggestions, resumes or other forms of job inquiries, opinion surveys and polls, business solicitations or advertisements, or other frivolous communications.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has determined that each of Messrs. Abrahamson and Roedel and Mmes. Okun Bomba and Swan is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NYSE guidelines, including with respect to committee membership. Our Board also has determined that each of Messrs. Abrahamson and Roedel and Ms. Okun Bomba is “independent” for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, the Board has considered that Mr. Roedel currently serves on the audit committee of more than three publicly traded companies, including LSB Industries, Inc., IHS Markit Inc. and Six Flags Entertainment Corporation. Our Board has determined that Mr. Roedel’s simultaneous service on the audit committees of more than three public companies does not impair his ability to serve effectively as a member of our Audit Committee. Mr. Roedel will not be seeking reelection to the board of directors of IHS Markit when his current term expires at its annual general meeting of stockholders in April 2020 and accordingly, at such time, he will no longer serve on the audit committee of more than three publicly traded companies.

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Board Structure

Our Board of Directors is led by Mr. Raether, our Chairman. The CEO position is currently separate from the Chairman position. We believe that the separation of the Chairman and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Raether serves as Chairman, while Mr. Masterman serves as our President and CEO.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s Committees.

All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During fiscal 2019, the Board held five meetings, the Audit Committee held four meetings, the Compensation Committee held three meetings and the Nominating and Corporate Governance Committee, which was constituted in May 2019, held one meeting. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).

Audit Committee

The current members of the Audit Committee are Mr. Abrahamson, Ms. Okun Bomba and Mr. Roedel, with Mr. Roedel serving as Chair. Each member of the Audit Committee has been determined to be “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each member of the Audit Committee qualifies as an audit committee financial expert as defined by applicable SEC regulations.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at https://investor.brightview.com/esg/corporate-governance/governance-documents/default.aspx, and include the following:

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overseeing the adequacy and integrity of our financial statements and our financial reporting disclosure practices;

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overseeing the soundness of our system of internal controls to assure compliance with financial and accounting requirements and our system of disclosure controls and procedures;

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retaining and reviewing the qualifications, performance and independence of our independent auditor;

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overseeing our guidelines and policies relating to risk assessment and risk management, and management’s plan for risk monitoring and control;

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overseeing our internal audit function;

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reviewing and approving or ratifying all transactions between us and any “Related Persons” (as defined in the federal securities laws and regulations) that are required to be disclosed to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934; and

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establishing procedures for the confidential, anonymous submission by employees of the Company of concerns regarding violations of our Code of Conduct.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

Compensation Committee

Our Compensation Committee consists of Mr. Raether, Ms. Swan and Mr. Weisenbeck, with Mr. Weisenbeck serving as chair.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at https://investor.brightview.com/esg/corporate-governance/governance-documents/default.aspx, and include the following:

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establishing and reviewing the overall compensation philosophy of the Company;

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reviewing and approving corporate goals and objectives relevant to the CEO, including annual performance objectives, if any;

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evaluating the performance of the CEO in light of these corporate goals and objectives and, either as a committee or with the other members of the Board, determining and approving the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the CEO and other executive officers;

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reviewing and approving, or making recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to the approval of the Board;

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reviewing and approving equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;

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reviewing and making recommendations to the Board, or approving, equity-based awards to certain officers and directors, including pursuant to the Company’s equity-based plans; and

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monitoring compliance by participants with the rules and guidelines of the Company’s equity-based plans.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis for inclusion in our annual proxy statement. The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction.

For a description of our processes and procedures for the determination of executive and director compensation, see the “Compensation Discussion and Analysis” and “Director Compensation in Fiscal 2019 — Description of Director Compensation” sections of this proxy statement.

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Messrs. Abrahamson, Raether and Weisenbeck, with Mr. Weisenbeck serving as chair.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at https://investor.brightview.com/esg/corporate-governance/​governance-documents/default.aspx, and include the following:

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assisting our Board in identifying prospective director nominees and selecting or recommending nominees to the Board;

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overseeing the evaluation of the Board and management;

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reviewing developments in corporate governance practices and overseeing a set of corporate governance principles;

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recommending members for each committee of our Board; and

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otherwise taking a leadership role in shaping the corporate governance.

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Oversight of Risk Management

Our CEO, other executive officers and other members of our management team regularly report to the Audit Committee to discuss any financial, legal, cybersecurity or regulatory risks, to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. Internal audit reports functionally and administratively to our Chief Financial Officer (“CFO”) and directly to the Audit Committee. We believe that the leadership structure of our Board provides appropriate risk oversight of our activities given the controlling interests held by the Sponsors.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. At each of these meetings, the non-management and independent directors in attendance, as applicable, will determine which member will preside at such session.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon approval by the Board.

Our guidelines and our Audit, Compensation and Nominating and Corporate Governance Committee charters and other corporate governance information are available at https://investor.brightview.com/esg/​corporate-governance/governance-documents/default.aspx. Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary at BrightView Holdings, Inc., 980 Jolly Road, Blue Bell, Pennsylvania 19422.

Code of Conduct

The Company has adopted a Code of Conduct that applies to all of the Company’s employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions. The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. This Code also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any

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substantive changes in or waivers of the Code granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or any other executive officer or director, by posting such information on our website as set forth above rather than by filing a Form 8-K.

The Code may be found on our website at https://investor.brightview.com/esg/corporate-governance/​governance-documents/default.aspx. Any stockholder also may request the Code in print, without charge, by contacting the Corporate Secretary at BrightView Holdings, Inc., 980 Jolly Road, Blue Bell, Pennsylvania 19422.

Environmental and Social Responsibility

In addition to our focus on corporate governance, including the addition of diverse and independent board members, as well as the establishment of a nominating and corporate governance committee, we also recognize the importance of environmental and social responsibility. Generating a positive impact on the environment and the communities in which we operate ensures we continue to meet the needs of our customers, business partners, employees, and stockholders. More information on our commitment to corporate responsibility can be found on our website at https://investor.brightview.com/esg/default.aspx. Our website and the information contained on or connected to that site are not incorporated into this Proxy Statement.

As part of this commitment, some of our initiatives and highlights are listed below.

Environmental

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We provide clients across the country with a range of environmentally friendly equipment and sustainable maintenance techniques focused on both conserving water and reducing carbon.

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Every day BrightView reduces its carbon impact and offsets the carbon others produce by planting more than $100 million worth of carbon-consuming plants each year. Our tree nurseries alone will consume over 5 million gallons of carbon over their lifetime. Our flora also have the benefit of helping make the properties we landscape look less concrete and industrial and more visually pleasant.

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We have been honored for our work in designing and building green roofs, a technique that reduces energy costs and storm water runoff, as well as improving air quality.

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BrightView has also been honored for helping clients conserve hundreds of millions of gallons of freshwater each year through innovative irrigation technology and design strategies and we work to maintain a clean water supply. For example, our branches in the Mid-Atlantic use an ice melt product that has earned the prestigious Green Seal Certification.

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To conserve water, BrightView continually designs new irrigation systems that conserve water and utilize native vegetation in its designs that require minimal watering, particularly in dry areas.

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BrightView is the nation’s largest purchaser of zero-emission commercial landscaping equipment. For example, we are partnering with Indiana’s Grand Park Sports Complex to test the large-scale viability of self-directed autonomous electric lawnmowers.

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Social

We are committed to supporting our team members and benefitting the communities in which we operate. Our team members — our most important asset — are offered competitive and comprehensive benefits, as well as professional training opportunities to help progress their careers. In 2017, BrightView launched GROW, an initiative specifically for developing and promoting women within the company. The safety of our team members is incredibly important to us and we maintain a best-in-class safety track record, with OSHA with recordable incidents at approximately half of the industry average. In fact, since 2012, BrightView’s OSHA Total Recordable Injury Rate has decreased 64%. Additionally, BrightView contributes financial, technical, and human resources to a vast range of organizations. including schools and groups that honor military service. A few examples of this commitment are included below:

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BrightView donated considerable time and resources in landscaping design, installation and maintenance work to Philadelphia’s Independence National Historical Park, home of the Liberty Bell and Independence Hall.

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The BrightView Landscapes Foundation provides thousands of dollars in grants each year to team members in crisis.

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We dedicate more than 6,000 man hours every day to crew member safety.

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Multiple branch locations have gone one year without a single OSHA recordable injury and others have gone two years or more showing that our commitment to crew member safety is making a difference in the lives of our crew.

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Director Nomination Process

The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience and his or her independence of thought and ability to work collegially with the other members of the Board. In addition, although the Board does not have a formal diversity policy, the Board recognizes the importance of having a composition representing diverse viewpoints, background and experiences and diversifying the Board is an important consideration when evaluating potential candidates for nominations to the Board. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from its members, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

The stockholders’ agreement described below under “Transactions with Related Persons” provides that our Sponsors have the right to nominate to our Board a number of designees, subject to the maintenance of certain stock ownership requirements. Currently, two directors (Messrs. Raether and Weisenbeck) nominated by KKR and one director (Mr. Grover) nominated by MSD Partners serve on our Board.

Ms. Okun Bomba and Ms. Swan were first recommended for election to our Board by our non-employee directors.

In connection with its annual nomination of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. A significant number of our directors possess experience in managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly traded companies like ours. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

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In particular, the members of our Board of Directors considered the following important characteristics:

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James R. Abrahamson has significant executive management experience and has many years of experience as a director of publicly held companies;

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•

Jane Okun Bomba has significant knowledge of public company financial analyses and human resources, compensation and corporate sustainability expertise;

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•

Shamit Grover has significant experience and expertise in private equity investments through his involvement in the investments of MSD Capital, L.P. and MSD Partners;

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•

Andrew V. Masterman has an extensive background across varied industrial and service businesses, with significant experience managing large organizations;

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•

Paul E. Raether and Joshua T. Weisenbeck have significant financial, investment and operational experience from their involvement with numerous portfolio companies of KKR and its affiliated funds and have played active roles in overseeing those businesses;

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•

Richard W. Roedel has many years of experience as a director of publicly held companies, has significant public accounting experience and has significant knowledge of financial reporting, internal controls and procedures and risk management; and

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•

Mara Swan has an extensive background in the public company human resources and compensation functions and has significant experience in risk management and governance.

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This annual director nomination process resulted in the Board’s nomination of the eight incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The Board may also consider director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected.

Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary of the Company, 980 Jolly Road, Blue Bell, Pennsylvania 19422. All recommendations for nomination received by the Corporate Secretary of the Company that satisfy our bylaw requirements relating to such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2021 Annual Meeting.”

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Executive Officers of the Company

Set forth below is certain information regarding each of our current executive officers, other than Andrew V. Masterman, whose biographical information is presented under “Nominees for Election to the Board of Directors in 2020.”

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PROPOSAL NO. 2 — RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal 2020.

Although ratification is not required by our by-laws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.

Audit and Non-Audit Fees

In connection with the audit of the fiscal 2019 financial statements, we entered into an agreement with Deloitte & Touche LLP which sets forth the terms by which Deloitte & Touche LLP would perform audit services for the Company.

The following table sets forth the aggregate fees for professional services provided by Deloitte & Touche LLP for the audit of our financial statements for the fiscal years ended September 30, 2019 and 2018, and fees billed for other services rendered by Deloitte & Touche LLP for those periods, all of which were approved by the Audit Committee.

(1)

Audit fees consist of fees for professional services rendered for the audit of the Company’s financial statements and review of financial statements included in the Company’s quarterly reports, and services provided by the independent auditor in connection with statutory and regulatory engagements.

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(2)

Audit Related fees relate to professional services rendered in connection with the Company’s initial public offering in 2018 (the “IPO”).

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(3)

Tax fees relate to professional services for tax compliance, tax advice and tax planning.

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The Audit Committee of the Board considered whether providing the non-audit services included in this table was compatible with maintaining Deloitte & Touche LLP’s independence and concluded that it was.

Consistent with SEC policies regarding auditor independence and our Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee

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has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2020.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters —  Board Committees and Meetings — Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

In performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Richard W. Roedel, Chair
James R. Abrahamson
Jane Okun Bomba

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PROPOSAL NO. 3 — APPROVAL OF THE BRIGHTVIEW HOLDINGS, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN

Our Compensation Committee has approved the Brightview Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “A&R Omnibus Incentive Plan”), subject to approval by our stockholders at the Annual Meeting. We are asking our stockholders to approve the A&R Omnibus Incentive Plan to authorize 18,650,000 shares of our common stock to be issued under the A&R Omnibus Incentive Plan (representing an increase of 7,000,000 shares over the amount currently authorized for issuance under the 2018 Omnibus Plan). In connection with its review of this proposal, the Compensation Committee considered the information described below, as well as the favorable recommendation of Pearl Meyer, the Compensation Committee’s compensation consultant.

The A&R Omnibus Incentive Plan continues what we believe are good corporate governance practices from the 2018 Omnibus Incentive Plan, such as requiring stockholder approval for any repricing of options or stock appreciation rights (“SARs”), administration by a committee composed of independent directors, “clawback” or recoupment of compensation provisions, limitations on share recycling, and specific limits on total director compensation.

By the time of the Annual Meeting, over eighteen months will have passed since the 2018 Omnibus Incentive Plan was adopted at the time of our IPO. A total of 11,650,000 shares of our common stock were initially authorized for issuance under the 2018 Omnibus Incentive Plan, with approximately 1,423,557 of such shares issued at the time of the IPO as either time or performance vesting restricted stock and associated Top-Up Options in connection with the conversion of pre-IPO equity awards. As of the date of this proxy statement, approximately 1,140,792 shares remain available for future grants under such plan (assuming the target number of shares are paid out in connection with outstanding performance awards). At current projections, based on our past grant practices and the current market value of our common stock, we expect that the number of shares available under the A&R Omnibus Incentive Plan will be sufficient to meet our needs for the next 3-4 years. If the A&R Omnibus Incentive Plan is approved by our stockholders, it will become immediately effective as of March 10, 2020 with 8,140,792 shares available for future awards, assuming no grants will be made between the date of this proxy statement and March 10, 2020. This excludes any shares that will become available again under the A&R Omnibus Incentive Plan in connection with awards (or the shares subject to such awards) that are forfeited, terminated or canceled, expire unexercised, or are withheld or tendered to satisfy the tax withholding obligations.

The ability to issue equity is fundamental to our compensation strategy. Our objective is to increase the proportion of pay that is denominated in equity in order to strengthen the alignment of management rewards with the long-term returns delivered to our stockholders. Our success is dependent, in large part, on our ability to use market relevant compensation to attract, retain and motivate the most talented professionals. Our employees, particularly our senior executives, whose equity is tied to Company and individual performance, are motivated under our current compensation packages to drive the business to maximize return over the long-term. We believe this has contributed strongly to the long-term value we have created for our stockholders. If the A&R Omnibus Incentive Plan is not approved by our stockholders, in order to remain competitive, we would likely be compelled to alter our compensation program to increase the cash-based component of such program, which we do not believe is as appropriate for our business, and which would decrease the amount of free cash flow we will have available for other purposes.

If the A&R Omnibus Incentive Plan is approved by our stockholders, awards under the A&R Omnibus Incentive Plan will be determined by the Compensation Committee in its discretion subject to applicable plan limits, and it is, therefore, not possible to predict the awards that will be made to particular officers or other employees in the future. Such awards may be granted beginning on the date of stockholder approval of the A&R Omnibus Incentive Plan and continuing through June 27, 2028, or the earlier termination of the A&R Omnibus Incentive Plan.

Description of the A&R Omnibus Incentive Plan

The following is a description of the purpose and the main features of the A&R Omnibus Incentive Plan. This description is not complete and is qualified by reference to the full text of the A&R Omnibus Incentive Plan, which is attached as Annex A to the Proxy Statement.

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Purpose.   The purpose of our A&R Omnibus Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Administration.   Our A&R Omnibus Incentive Plan is administered by the Compensation Committee or such other committee of our board of directors to which it has properly delegated power, or if no such committee or subcommittee exists, our board of directors (hereafter referred to as the Committee). The Committee is authorized to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in our A&R Omnibus Incentive Plan and any instrument or agreement relating to, or any award granted under, our A&R Omnibus Incentive Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of our A&R Omnibus Incentive Plan; adopt sub-plans; and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of our A&R Omnibus Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or interdealer quotation system on which our securities are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of our A&R Omnibus Incentive Plan. Unless otherwise expressly provided in our A&R Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to our A&R Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to our A&R Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award, and any of our stockholders. The Committee may make grants of awards to eligible persons pursuant to terms and conditions set forth in the applicable award agreement, including subjecting such awards to performance criteria listed in our A&R Omnibus Incentive Plan.

Eligibility.   Any director, officer, employee, consultant and advisor of the Company is eligible to receive an award under the A&R Omnibus Incentive Plan. The Committee may select such eligible individuals to participate in the A&R Omnibus Incentive Plan. As of September 30, 2019, approximately 22,000 employees and directors of the Company were eligible to participate in the Omnibus Incentive Plan, based on established criteria utilized by the Committee in determining awards.

Awards Subject to our A&R Omnibus Incentive Plan.   Our A&R Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under our A&R Omnibus Incentive Plan is 18,650,000 (which includes 11,650,000 shares originally available for awards under the 2018 Omnibus Incentive Plan) (the “Absolute Share Limit”). No more than the number of shares of common stock equal to the Absolute Share Limit may be issued in the aggregate pursuant to the exercise of incentive stock options. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $350,000 in total value. Except for substitute awards (as described below), in the event any award expires or is cancelled, forfeited or terminated without issuance to the participant of the full number of shares to which the award related, the unissued shares of common stock may be granted again under our A&R Omnibus Incentive Plan. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as “substitute awards”), and such substitute awards will not be counted against the Absolute Share Limit, except that substitute awards intended to qualify as “incentive stock options” will count against the limit on incentive stock options described above. No award may be granted under our A&R Omnibus Incentive Plan after the tenth anniversary of the effective date (as defined therein), but awards granted before then may extend beyond that date.

Options.   The Committee may grant non-qualified stock options and incentive stock options, under our A&R Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our A&R Omnibus Incentive Plan. All stock options granted under our A&R Omnibus

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Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date such stock options are granted (other than in the case of options that are substitute awards). All stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as incentive stock options and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under our A&R Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of shares of our common stock is prohibited by our insider trading policy (or “blackout period” imposed by us), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law, (1) in cash or its equivalent at the time the stock option is exercised; (2) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Committee (so long as such shares have been held by the participant for at least six months or such other period established by the Committee to avoid adverse accounting treatment); or (3) by such other method as the Committee may permit in its sole discretion, including, without limitation, (A) in other property having a fair market value on the date of exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased or (C) through a “net exercise” procedure effected by withholding the minimum number of shares needed to pay the exercise price. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights.   The Committee may grant stock appreciation rights under our A&R Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our A&R Omnibus Incentive Plan. The Committee may award stock appreciation rights in tandem with options or independent of any option. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of  (1) the excess of  (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (2) the number of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Committee at the time of grant but in no event may such amount be less than 100% of the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards).

Restricted Shares and Restricted Stock Units.   The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon vesting and the expiration of any applicable restricted period, one share of common stock for each restricted stock unit, or, in the sole discretion of the Committee, the cash value thereof  (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of our A&R Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock. Participants have no rights or privileges as a stockholder with respect to restricted stock units.

Other Equity-Based Awards and Cash-Based Awards.   The Committee may grant other equity-based or cash-based awards under our A&R Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our A&R Omnibus Incentive Plan.

Effect of Certain Events on the A&R Omnibus Incentive Plan and Awards.   In the event of  (1) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other securities, issuance of warrants or other rights to acquire shares of common stock or other securities, or other similar corporate transaction or event that affects the shares of common stock (including a change in control, as defined in our A&R Omnibus Incentive Plan), or

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(2) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (1) or (2), an “Adjustment Event”), the Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (A) the Absolute Share Limit, or any other limit applicable under our A&R Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder, (B) the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of awards or with respect to which awards may be granted under our A&R Omnibus Incentive Plan or any sub-plan and (C) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding awards or to which outstanding awards relate, (2) the exercise price or strike price with respect to any award, or (c) any applicable performance measures; it being understood that, in the case of any “equity restructuring,” the Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. In connection with any change in control, the Committee may, in its sole discretion, provide for any one or more of the following: (1) a substitution or assumption of awards, or to the extent the surviving entity does not substitute or assume the awards, the acceleration of vesting of, the exercisability of, or lapse of restrictions on awards and (2) cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of common stock received or to be received by other holders of our common stock in such event), including, in the case of stock options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price or strike price thereof.

Nontransferability of Awards.   Each award will not be transferable or assignable by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any of our subsidiaries. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant’s family members, any trust established solely for the benefit of a participant or such participant’s family members, any partnership or limited liability company of which a participant, or such participant and such participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Amendment and Termination.   Our board of directors or the Committee may amend, alter, suspend, discontinue, or terminate our A&R Omnibus Incentive Plan or any portion thereof at any time; but no such amendment, alteration, suspension, discontinuance or termination may be made without stockholder approval if  (1) such approval is necessary to comply with any regulatory requirement applicable to our A&R Omnibus Incentive Plan or for changes in GAAP to new accounting standards; (2) it would materially increase the number of securities which may be issued under our A&R Omnibus Incentive Plan (except for adjustments in connection with certain corporate events); or (3) it would materially modify the requirements for participation in our A&R Omnibus Incentive Plan; and any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not to that extent be effective without such individual’s consent. The Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively (including after a participant’s termination). However, except as otherwise permitted in our A&R Omnibus Incentive Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to such award will not to that extent be effective without such individual’s consent. In addition, without stockholder approval, except as otherwise permitted in our A&R Omnibus Incentive Plan, (1) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right; (2) the Committee

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may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or stock appreciation right; and (3) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents.   The Committee in its sole discretion may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion. Unless otherwise provided in the award agreement, any dividend payable in respect of any share of restricted stock that remains subject to vesting conditions at the time of payment of such dividend will be retained by the Company and remain subject to the same vesting conditions as the share of restricted stock to which the dividend relates.

Clawback/Repayment.   All awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (1) any clawback, forfeiture or other similar policy adopted by our board of directors or the Committee and as in effect from time to time and (2) applicable law. To the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay any such excess amount to the Company.

Awards under the A&R Omnibus Incentive Plan

No awards made under the 2018 Omnibus Incentive Plan prior to the date of the Annual Meeting were granted subject to stockholder approval. The number and types of awards that will be granted under the A&R Omnibus Incentive Plan in the future are not determinable, as the Compensation Committee will make these determinations in its sole discretion. The following table sets forth the outstanding equity awards issued under the Omnibus Incentive Plan that have been received as of January 13, 2020 by the named executive officers, each director nominee and the specified groups set forth below. On January 13, 2020, the closing price of our common stock, as reported on the NYSE, was $17.09.

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(1)

Amounts shown include options and restricted stock units (“RSUs”). The number of shares to be issued in respect of performance-vesting options and RSUs has been calculated based on the assumption that the target level of performance will be achieved. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for additional details on the performance-vesting awards.

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Registration with the SEC

If the A&R Omnibus Incentive Plan described in this Proposal No. 3 is approved by stockholders, the Company will file a Registration Statement on Form S-8 with the SEC with respect to the additional shares of the Company’s common stock authorized for issuance pursuant to the A&R Omnibus Incentive Plan as soon as reasonably practicable following stockholder approval.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE BRIGHTVIEW HOLDINGS, INC. AMENDED AND RESTATED 2018 OMNIBUS INCENTIVE PLAN.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth, as of September 30, 2019, certain information related to our compensation plans under which shares of our common stock may be issued.

(1)

Relates to 4,071,050 shares of our common stock issuable upon the exercise of time-vesting stock options, 2,408,450 shares of our common stock issuable upon the exercise of performance-vesting stock options and 135,120 shares of our common stock issuable upon the vesting of time-vesting RSUs awarded under our 2018 Omnibus Incentive Plan. The number of shares to be issued in respect of performance-vesting awards has been calculated based on the assumption that the target level of performance applicable to such awards will be achieved.

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(2)

The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding RSUs, which have no exercise price.

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(3)

Relates to additional shares reserved for future awards under our 2018 Omnibus Incentive Plan and our 2018 Employee Stock Purchase Plan, as applicable.

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on its review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and in the Company’s proxy statement on Schedule 14A for the 2020 Annual Meeting of Stockholders.

Submitted by the Compensation Committee of the Board of Directors:

Joshua T. Weisenbeck, Chair
Paul E. Raether
Mara Swan

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The primary directive of our executive compensation program is to have a pay-for-performance framework that attracts, engages and retains individuals with the qualifications to lead an organization that is focused on achieving our financial goals and increasing stockholder value.

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our named executive officers (“NEOs”), which include our CEO, our CFO and each of our three other most highly compensated executive officers who served in such capacities for the fiscal year ended September 30, 2019. Our NEOs for fiscal 2019 were:

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Andrew Masterman, our President and CEO;

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John Feenan, our Executive Vice President, CFO;

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Jonathan Gottsegen, our Executive Vice President, Chief Legal Officer and Corporate Secretary;

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Jeff Herold, our President of Maintenance Services, Seasonal Division and Chief Operating Officer for Maintenance Services; and

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Tom Donnelly, our President, Development Services.

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Executive Summary

2019 Business Highlights

BrightView management continued to execute strategies in 2019 to further strengthen and grow our business through our first full year as a publicly-traded company. The year had its challenges, but the executive management team was unwavering in pursuing its primary goal of supporting the long-term valuation creation for our stockholders. The Company’s long-term fundamentals continue to be strong and key strategic initiatives (highlighted below) pose us for future growth. Our year-over-year achievements are highlighted below:

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Total Revenue of  $2.4 billion, 2.2% increase over prior year

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Total Adjusted EBITDA of  $305.1 million, 1.7% increase over prior year

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Improving cash position, Net CapEx / Revenue of 3.5% vs. 2.2% at FY2018

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Strategic investments in improving customer relationship building through increased deployment of technology and high-touch relationship building

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Operational initiatives such as implementation of Electronic Time Capture (ETC) and CRM software

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Recruitment and retention of Business Developers to develop and enhance customer relationships

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Extension of acquisition strategy resulting in 16 acquisitions since 2017 and $260 million of revenue (2017 – 2019)

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2019 Stockholder Engagement and “Say on Pay” Results

We value our stockholders’ perspectives on our business and each year proactively interact with investors through numerous engagement activities. In 2019, these included our annual stockholder meeting, quarterly earnings calls, and various investor conferences and meetings.

At our annual meeting of stockholders in March 2019, we voted on an advisory resolution to approve the compensation of our NEOs (“say-on-pay”). The compensation of our NEOs reported in our 2019 proxy statement was approved by approximately 84% of the votes cast. Although we believe this result affirms our stockholders’ support of our approach to executive compensation, members of BrightView’s

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management team directly engaged with stockholders following our annual meeting to explore any concerns. During these meetings we noted that several compensation decisions made in fiscal 2018 were IPO-related one-time events and not consistent with how plans will be administered on a go-forward basis. Additionally, we also made the following changes:

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No adjustments to in-cycle performance awards and no discretionary adjustments of formulaic incentive payouts despite achievement below target levels.

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Established a formal Nominating and Corporate Governance Committee

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Established a fully-independent Audit Committee

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Increased Board diversity

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BrightView and the Compensation Committee continue to be committed to improvement of our programs and will thoughtfully consider the outcome of our say-on-pay votes when making future compensation decisions for our NEOs.

Summary of Our Executive Compensation Practices

Executive Compensation Objectives and Philosophy

At BrightView, we align executive compensation with business results and stockholder interests. In this spirit, we offer a competitive compensation program that allows our NEOs to share in the Company’s financial success when they deliver performance that helps achieve short and long-term corporate goals and increases in stockholder value. On an overall basis, target total compensation for our NEOs is calibrated to the market median of our peer group (as defined below) and size-appropriate general industry survey data. Certain executives may be above or below market median depending on their individual experience level and the value of their role to the organization. In addition, the majority of compensation for all NEOs is in the form of variable compensation and therefore earned compensation can be above or below target depending on Company and individual performance.

Delivering on our strategic goals and creating value for stockholders require a strong focus on attracting, engaging and retaining a talented senior management team. To that end, we deliver executive compensation through a combination of the following components:

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Base salary — Provides a fixed level of compensation to our NEOs and recognizes the NEO’s leadership role;

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Annual bonus opportunity — Ties pay to Company performance for the fiscal year;

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Long-term equity compensation — Aligns compensation with the creation of equity value and achievement of long-term business and strategic goals;

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Benefits and perquisites — Broad-based employee benefits are intended to attract and retain employees while providing them with retirement and health and welfare security and limited perquisites, including life insurance and reimbursement for relocation and travel expenses; and

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Severance and other benefits payable upon qualifying terminations of employment or a change of control — Encourages the continued attention and dedication of our NEOs and provides reasonable individual security to enable our NEOs to focus on our best interests, particularly when considering strategic alternatives.

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Consistent with prior practice, we do not intend to adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of compensation elements. However, the core principle of our compensation philosophy is that pay is aligned with performance.

Compensation Determination Process

Role of the Compensation Committee and Management

Our Compensation Committee is responsible for determining the compensation of our CEO and reviewing and approving compensation of other executive officers. Our CEO works closely with the Compensation Committee in managing our executive compensation program and attends meetings of the Compensation Committee. Because of his daily involvement with the executive team, our CEO makes recommendations to the Compensation Committee regarding compensation for the executive officers other than himself. Our CEO does not participate in discussions with the Compensation Committee regarding his own compensation.

Role of the Compensation Consultant

The Compensation Committee has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consulting firm, to assist it in evaluating the elements and levels of our executive compensation for our executive officers and directors. For fiscal 2019, Pearl Meyer provided guidance with respect to, among other items, the adoption of stock ownership guidelines, our post-IPO compensation program design for both NEOs and non-employee directors, and review of our peer group. In connection with this appointment, in fiscal 2019, the Compensation Committee assessed Pearl Meyer’s independence and determined that Pearl Meyer is independent and that there are no conflicts of interest raised by the work performed by Pearl Meyer.

In 2018, for fiscal 2019 compensation decisions, Pearl Meyer developed a peer group of eleven companies (median revenue approximating $2 billion vs. Brightview’s $2.4 billion), which consisted of the following companies:

In 2019, for fiscal 2020 compensation decisions, Pearl Meyer assisted the Company in developing a new peer group of twelve companies (the “2020 Peer Group’’). Adjustments were made to both expand the peer group (11 to 12 companies) and to better align on industry, size and business model (MYR Group was removed and MasTec and SiteOne Landscape Supply were added). The 2020 Peer Group consists of the following companies (median revenue approximating $2.2 billion vs. Brightview’s $2.4 billion with companies ranging in size between .75x and 3x Brightview’s revenue):

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The 2020 Peer Group companies were selected to represent companies in the environmental and facilities services, construction and engineering, diversified support services and specialized consumer services industries that are within an appropriate size range as compared to BrightView.

Employment Agreements

Each of our NEOs is party to an employment agreement with us which sets forth standard terms summarizing annual base salary, bonus and benefits. For additional information regarding our employment agreements, see “Summary Compensation Table — Employment Agreements” below.

Executive Compensation Program Elements

Base Salaries

Base salary compensates our executives for performing the requirements of their positions and provides them with a level of cash income predictability and stability with respect to a portion of their total compensation. The Compensation Committee believes that base salaries for executives should reflect competitive levels of pay and factors unique to each executive such as experience and breadth of responsibilities, performance, individual skill set, time in the role, pay relative to peers within the Company, and base pay in previous roles outside of the Company. Base salaries may be adjusted at times to deal with competitive pressures or changes in job responsibilities.

The following table reflects the annual base salaries of our NEOs as of September 30, 2019.

None of our NEOs received a base salary increase during fiscal 2019, nor were any adopted for fiscal 2020.

Annual Bonus Opportunities

Fiscal 2019 Annual Bonus Plan

In order to motivate our NEOs to achieve short-term performance goals and tie a portion of their annual compensation to actual performance, each NEO is eligible for an annual bonus award under our bonus plan based on the achievement of our financial growth objectives.

A target annual bonus, expressed as a percentage of an NEO’s base salary in effect at the end of the applicable performance period, is established within the NEOs’ employment agreements and may be adjusted from time to time by the Compensation Committee in connection with an NEO’s promotion or performance.

The target bonus percentages under the fiscal 2019 bonus plan for our NEOs were as follows:

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For our NEOs, 100% of the bonus payout is tied to our financial performance relative to the budget for fiscal 2019 as measured by (i) Adjusted EBITDA defined for purposes of our 2019 bonus plan as net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, non-recurring and other adjustment items and (ii) Free Cash Flow defined for purposes of our 2019 bonus plan as cash flows from operating activities less capital expenditures, net of proceeds from the sale of property and equipment as further adjusted to exclude certain non-recurring and other adjustment items. We use Adjusted EBITDA and Free Cash Flow as measures of financial performance because we believe that they provide reliable indicators of our strategic growth and the strength of our cash flow and overall financial results.

The actual amounts paid to our NEOs under the 2019 bonus plan were calculated by multiplying each such NEO’s target bonus by a weighted achievement factor determined by the sum of  (1) the applicable EBITDA achievement factor (70% multiplied by the applicable EBITDA payout percentage) and (2) the applicable Free Cash Flow achievement factor (30% multiplied by the applicable Free Cash Flow payout percentage).

The applicable EBITDA and Free Cash Flow achievement factors were determined by calculating the Company’s actual achievement against the applicable EBITDA performance target or Free Cash Flow performance target based on the pre-established scales set forth below:

EBITDA Performance Target

With respect to the EBITDA target, (i) for each additional 1% of performance achieved between the specified threshold and target levels, there is an incremental 5% increase in the payout percentage and (ii) for each additional 1% of performance achieved between the specified target level of performance and the maximum level of performance, there is an incremental 10% increase in the payout percentage, up to a maximum payout percentage of 200%.

Free Cash Flow Performance Target

With respect to the Free Cash Flow target, (i) for each additional 1% of performance achieved between the specified threshold and target levels, there is an incremental 5% increase in the payout percentage and (ii) for each additional 3% of performance achieved between the specified target level of performance and the maximum level of performance, there is an incremental 10% increase in the payout percentage, up to the maximum payout percentage of 200%.

Based on the pre-established scales set forth above, no annual bonus award would have been paid to our NEOs unless our actual performance for fiscal 2019 was at or above 92.9% of the applicable EBITDA target or at or above 90% of the applicable Free Cash Flow target. In addition, (i) if EBITDA achieved was less than $311 million, total payout would not exceed 100% of target, irrespective of Free Cash Flow achievement and (ii) Maintenance Land EBITDA, defined as Maintenance Services Segment EBITDA

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excluding impact of snowfall and associated snow removal services must exhibit year-over-year organic growth in order for the bonus payout to be greater than 50% of target. While there are no individual goals for purposes of the 2019 bonuses, a bonus payment may be adjusted upward or downward for performance-related reasons by the Compensation Committee in its discretion.

For the fiscal 2019 annual bonus plan, the actual level of EBITDA achieved was $302 million (or 93.6% of budgeted EBITDA), which resulted in a payout percentage of 55% and a weighted achievement factor of 38.5% when combined with the achieved Free Cash Flow payout percentage of 0% as the threshold level of free cash flow was not attained.

Following a year of below target performance achievement and consistent with our focus on long-term pay-for-performance alignment, the Compensation Committee decided to increase focus on future value creation by delivering fiscal 2019 bonuses 70% in cash and 30% in time-vested restricted stock (vested over two years). As a partial offset to the inherent risk in paying earned compensation in time-vested restricted shares, a 20% premium was applied to only the equity portion of the bonus payout.

The following table illustrates the calculation of the bonuses payable to our NEOs under the 2019 bonus plan in light of these performance results.

For fiscal 2020, the Compensation Committee increased the annual bonus award targets for Messrs. Masterman and Gottsegen from 100% to 110% and 60% to 65% of base salary, respectively. Other than the foregoing, the Compensation Committee did not adopt significant changes to the Company’s bonus program structure to ensure a relative level of year-over-year consistency. The program will continue to be 100% based on financial performance with 70% weighted toward Adjusted EBITDA performance and 30% weighted toward Free Cash Flow. Maximum potential payout will continue to be at 200% of target bonus opportunity. In addition, it is the Committee’s expectation that the fiscal 2020 bonus payout will be delivered using a similar mix of cash and equity as the fiscal 2019 bonus payout.

Long-Term Equity Incentive Awards

We believe that successful performance over the long term is aided by the use of equity-based awards which create an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business. Equity-based awards also allow for a portion of our executive compensation to be “at-risk” and directly tied to the performance of our business. During fiscal 2019, the Compensation Committee adopted a long-term equity structure that annually awards NEOs market-based equity opportunity in the form of 50% time-vesting stock options and 50% time-vesting restricted stock. In anticipation of fiscal 2020 equity grants, the Compensation Committee did consider introducing performance-vested equity as part of the annual equity program, but ultimately decided not to given our tenure as a publicly-traded company, the volatility of our stock and that it was not yet a majority practice amongst BrightView’s compensation peers. As part of the Committee’s annual review of compensation, the appropriateness of including performance-vested equity will continue to be monitored.

For fiscal 2020, the Compensation Committee approved the annual award of RSUs instead of restricted stock; accordingly, beginning in fiscal 2020, our long-term equity structure annually awards NEOs market-based equity opportunity in the form of 50% time-vesting stock options and 50% time-vesting RSUs.

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Fiscal 2019 Grants

On November 28, 2018, the Compensation Committee granted time-vesting stock options and time-vesting restricted stock to each of our NEOs as follows:

The amount of the equity-based awards granted to an NEO was determined by taking into consideration each NEO’s total direct compensation and alignment to a market median total compensation philosophy for our NEO population..

In order to account for the amount of outstanding equity scheduled to vest through fiscal 2021, the Compensation Committee determined that for Messrs. Masterman, Feenan and Gottsegen, the time-vesting stock options and restricted stock will vest 10%, 20%, 30% and 40%, respectively, on each of the first four anniversaries of the grant date. For Messrs. Herold and Donnelly, the time-vesting stock options and restricted stock will vest 25% on each of the first four anniversaries of the date of grant.

For specific vesting terms of our equity awards and a description of equity awards made prior to fiscal 2019, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Terms of Equity Awards”.

Vesting of Restricted Stock and Options Based on Fiscal 2019 Performance

As discussed below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Terms of Equity Awards — Pre-IPO Class B Units and Converted Restricted Stock”, prior to our IPO, long-term equity incentive awards were granted to our NEOs in the form of Class B Units, which were 50% time-vesting and 50% performance-vesting. In connection with the IPO, all outstanding unvested Class B Units, were converted into shares of restricted stock granted under our 2018 Omnibus Incentive Plan. In addition, upon the effectiveness of the IPO, we were required under the terms of the Second Amended and Restated Limited Partnership Agreement (the “Parent Limited Partnership Agreement”) with BrightView Parent L.P. (“Parent L.P.”) to grant to each holder of Class B Units, including each of our NEOs, nonqualified options to purchase shares of our common stock (the “Top-Up Options”). The Top-Up Options were granted pursuant to our 2018 Omnibus Incentive Plan and have the same vesting terms and conditions as the Class B Units to which they correspond (i.e., 50% time-vesting and 50% performance-vesting), and were vested and unvested in the same proportion as the corresponding grant of Class B Units was vested and unvested immediately prior to the IPO.

With respect to the converted performance-vesting restricted stock and performance-vesting Top-Up Options first scheduled to vest in fiscal 2019, the annual adjusted EBITDA target for fiscal 2019 was $336 million. For equity vesting in fiscal 2019, achievement of 95% of the adjusted EBITDA target would result in a 50% target payout and achievement between 95% to 100% of the adjusted EBITDA target would result in an interpolated percentage of target payout. For fiscal 2019, our actual adjusted EBITDA was $305 million. Accordingly, none of the converted performance-vesting restricted stock and performance-vesting Top-Up Options first scheduled to vest in fiscal 2019 vested. Adjusted EBITDA for purposes of our performance-vesting awards is defined as set forth in our Annual Report on Form 10-K for the fiscal year ending September 30, 2019 (the “2019 Annual Report”).

As previously disclosed, in November 2018, the Compensation Committee amended all converted performance-vesting restricted stock and performance-vesting Top-Up Options that were first eligible to vest with respect to fiscal 2018 so that they vested with respect to 80% of such shares of restricted stock and

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options on September 30, 2018. The remaining 20% were eligible to vest in fiscal 2019 if the cumulative adjusted EBITDA goal for fiscal 2019 was achieved. The cumulative adjusted EBITDA goal for fiscal 2019 was $642 million and our actual cumulative adjusted EBITDA was $605 million. Accordingly, none of the remaining converted performance-vesting restricted stock and performance-vesting Top-Up Options that were first eligible to vest in fiscal 2018 vested in fiscal 2019.

Benefits and Perquisites

While our compensation philosophy is to focus on performance-based forms of compensation while providing only minimal executive benefits and perquisites, we provide to all of our employees, including our NEOs, broad-based employee benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security, which include:

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participation in our tax-qualified 401(k) defined contribution pension plan; and

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medical, dental, vision, life and disability insurance coverage, and dependent care flexible spending accounts and health savings and health reimbursement accounts.

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In accordance with his employment agreement, Mr. Gottsegen, in lieu of relocation expenses, is eligible for reimbursement for business expenses associated with travel to and from the Company’s headquarters.

In addition to current and long-term incentive compensation, we provide retirement benefits to the NEOs. The amount of retirement benefits provided are designed to attract and retain highly qualified executives. On January 1, 2018, the NEOs became eligible to participate in the Company’s tax-qualified 401(k) defined contribution pension plan and are eligible to receive the same level of matching Company 401(k) contributions as all our employees under this plan. Prior to January 1, 2018, the NEOs and certain other senior employees were not eligible to participate in the 401(k) plan and therefore were only eligible to defer salary or bonus under the Executive Savings Plan (the “ESP”) (and to receive matching contributions from the Company on salary (but not bonus) deferrals under the ESP). Commencing in 2018, no further matching contributions were made under the ESP. We do not have a defined benefit plan for any of our executive officers. For more information regarding the ESP, see “Non-Qualified Deferred Compensation —  Fiscal 2019 Non-Qualified Deferred Compensation Plan — Executive Savings Plan.”

Severance and Change of Control Benefits

We do not have a formal severance policy. However, we do provide severance benefits to our NEOs in order to offer competitive total compensation packages and be competitive in our executive attraction and retention efforts. The NEOs’ employment agreements provide for severance payments and benefits upon a qualifying termination of employment (“Qualifying Termination”), which is a termination by the Company without cause or a resignation by the executive for good reason. See “Potential Payments to Named Executive Officers Upon Termination or Change of Control,” which describes the payments to which each of the NEOs may be entitled under their respective employment agreements.

In addition, our equity awards provide for accelerated vesting and our bonus plan provides for a prorated bonus, in each case upon certain termination events and as more fully described below under “Potential Payments to Named Executive Officers Upon Termination of Employment or Change of Control.”

Stock Ownership and Retention Policy

To align the interests of management with those of our stockholders, the Compensation Committee concluded that certain of our executives (the “Covered Executives”) should have a significant financial stake in the Company’s stock. To further that goal, we adopted stock ownership guidelines in fiscal 2019. The Covered Executives are required to hold a specific level of equity ownership as outlined below:

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CEO: 6x base salary

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Other NEOs: 3x base salary

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Other Executives: 1x to 3x base salary

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Until the applicable ownership level is achieved, Covered Executives must retain 100% of net shares granted to them. Once the ownership guideline is achieved, the CEO must retain 30% of net shares granted him, but other Covered Executives do not have an additional holding requirement beyond what is required to maintain applicable ownership guidelines.

The shares counted toward these ownership requirements include shares owned outright and vested in-the-money stock options. The retention requirement applies to prior and future grants.

Hedging and Pledging

Our Insider Trading and Selective Disclosure Policy prohibits directors and employees from hedging transactions involving our stock, including, but not limited to, through the use of financial instruments such as puts, calls, and other derivative instruments, or through the establishment of a short position in our securities. In addition, our Insider Trading and Selective Disclosure Policy requires directors and executive officers to notify the Company’s Chief Legal Officer prior to pledging Company securities.

Tax Deductibility and Accounting Implications

As a general matter, the Compensation Committee always takes into account the various tax and accounting implications of compensation. When determining amounts of equity grants to executives and employees, the Compensation Committee also examines the accounting cost associated with the grants.

In general, Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person to the executives designated in Code Section 162(m), including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executives of such corporation whose compensation is required to be disclosed in its proxy statement. As a new public company, we expect to be able to claim the benefit of a special exemption rule that applies to compensation paid (or compensation in respect of certain equity awards granted) during a specified transition period following our initial public offering. This transition period was previously anticipated to potentially extend until our first annual stockholders meeting that occurs in 2022 pursuant to regulations under Code Section 162(m). However, the 2017 Tax Act amended Code Section 162(m) in several respects, including the elimination of the “performance-based compensation” exception under Code Section 162(m) for tax years beginning after December 31, 2017. Pending further guidance under Code Section 162(m), it is unclear whether the post-IPO transition period exception under Code Section 162(m) will continue to apply to us for compensation paid or awards granted in 2018 or beyond. We expect that the Compensation Committee will take the deductibility limitations of Code Section 162(m) into account in its compensation decisions; however, the Compensation Committee expects to authorize compensation payments in excess of the Code Section 162(m) deductibility limitations when it believes that such payments are appropriate to attract or retain talent.

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Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our NEOs for services rendered to us during fiscal 2019.

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On January 31, 2018, the Board approved a change in the Company’s fiscal year end from December 31 to September 30, beginning with September 30, 2017. Compensation and benefit totals for fiscal 2017 herein reflect nine months ended September 30, 2017.

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(2)

Amounts reported in this column reflect the aggregate grant date fair value of restricted stock awards granted on November 28, 2019 to each of our NEOs, calculated in accordance with FASB ASC Topic 718 (“ASC 718”), using the assumptions discussed in Note 14 “Equity-Based Compensation” to our audited consolidated financial statements contained in our 2019 Annual Report. As described in “Compensation Discussion and Analysis — Long-Term Equity Incentive Awards”, in November 2018, the Compensation Committee amended all converted performance-vesting restricted stock and performance-vesting Top-Up Options that were first eligible to vest with respect to fiscal 2018 so that they vested with respect to 80% of such shares of restricted stock and options on September 30, 2018. The remaining 20% were eligible to vest in fiscal 2019 if the cumulative adjusted EBITDA goal for that fiscal year was achieved. These modifications did not result in incremental compensation cost, or incremental fair value, under ASC 718.

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(3)

Amounts reported in this column reflect the grant date fair value of options granted to each of our NEOs in fiscal 2019, as discussed in “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Incentive Awards.” The grant date fair values were computed in accordance with ASC 718 using a Black-Scholes valuation model. For information regarding the assumptions used in determining the value of these awards, please refer to Note 14 “Equity-Based Compensation” to our audited consolidated financial statements contained in the 2019 Annual Report. See footnote 2 for a discussion of modifications to performance-vesting Top-Up

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Options in fiscal 2019. These modifications did not result in incremental compensation cost, or incremental fair value, under ASC 718.

(4)

Amounts shown for 2019 reflect the cash portion of the payout under the 2019 bonus plan for each of our NEOs. For 2019, 70% of each NEO’s annual bonus earned was paid in cash and 30% was paid in equity. In addition, each NEO received a 20% premium on the equity portion of the bonus payout. The equity portion was granted in the form of RSUs that are only forfeitable upon a termination for cause or a violation of restrictive covenants and will be settled in shares 50% on the first anniversary and 50% on the second anniversary of the payment date for the cash portion of the bonus. and will be reflected in the fiscal 2020 Summary Compensation Table under the Stock Awards column. The total value of the bonus paid in cash and equity for each of our NEOs was: Mr. Masterman ($346,885); Mr. Feenan ($198,948); Mr. Gottsegen ($132,224); Mr. Herold ($148,447) and Mr. Donnelly ($142,325). For a description of the terms of the 2019 bonus plan, see “Compensation Discussion and Analysis —  Executive Compensation Program Elements — Annual Bonus Opportunities — 2019 Annual Bonus Plan.”

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(5)

All Other Compensation for 2019 reflects the following:

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(a)

as to Messrs. Masterman, Feenan, Herold and Donnelly, matching contributions under the Company’s 401(k) plan; and

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as to Mr. Gottsegen, a matching contribution of  $11,415 under the Company’s 401(k) plan and reimbursement for business expenses associated with travel to and from the Company’s headquarters in accordance with his employment agreement of  $22,000.

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Grants of Plan-Based Awards in Fiscal 2019

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(1)

See “Compensation Discussion and Analysis — Executive Compensation Program Elements —  Annual Bonus Opportunities — 2019 Annual Bonus Plan” above for a description of our fiscal 2019 performance-based bonus plan. Amounts reported in the “Threshold” column assume that there is no payout under the EBITDA component of the bonus plan and that the NEO only earns the threshold payout under the Free Cash Flow component. For 2019, 70% of each NEO’s annual bonus earned was paid in cash and 30% was paid in equity. In addition, each NEO received a 20% premium on the equity portion of the bonus payout.

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(2)

November 14, 2018 was the date the converted performance restricted stock and performance-vesting Top-Up Options first scheduled to vest in fiscal 2018 were modified. See “Compensation Discussion and Analysis — Executive Compensation Program Elements — Long-Term Equity Awards.”

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