{"url_path":"/sec/bco/8-k/2026-06-30/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/78890/0001140361-26-026938-index.html","accession_number":"0001140361-26-026938","cik":"0000078890","ticker":"BCO","issuer_name":"BRINKS CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/78890/0001140361-26-026938-index.html","primary_entity_key":"0000078890","primary_entity_name":"BRINKS CO"},"word_count":536,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders.\n\nOn June 30, 2026, The Brink’s Company, a Virginia corporation (“Brink’s”), held a special meeting of\nshareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 26, 2026 (as amended from time to time, the “Merger Agreement”), by and among Brink’s, NCR Atleos Corporation, a Maryland corporation (“NCR Atleos”), Novus Merger Sub, Inc., a\nMaryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”), and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub II”), pursuant to which (i) Merger Sub I will merge with and into NCR Atleos (the “First Merger”), with NCR Atleos\nsurviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, NCR Atleos will merge with and into Merger Sub II (the “Second Merger”\nand, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s.\n\n \n\nAs of the close of business on May 11, 2026, the record date for the Special Meeting (the “Record Date”),\nthere were 41,181,028 shares of the common stock, par value $1.00 per share, of Brink’s (“Brink’s Common Stock”) outstanding, each of which was entitled to one vote for each proposal at\nthe Special Meeting. At the Special Meeting, the holders of 91.63% of the votes entitled to be cast by the outstanding shares of Brink’s Common Stock as of the Record Date were represented in person (virtually) or by proxy, constituting a quorum to\nconduct business.\n\n \n\nAt the Special Meeting, the following proposals were considered:\n\n \n\n1.\n\nBrink’s Share Issuance Proposal. Proposal to approve the\nissuance of Brink’s Common Stock to holders of the common stock, par value $0.01 per share, of NCR Atleos (“NCR Atleos Common Stock”) pursuant to the Merger Agreement (including\nfor purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of Brink’s Common Stock in an amount that exceeds 20% of the currently outstanding shares of Brink’s Common Stock) (the “Brink’s Share Issuance Proposal”).\n\n \n\n2.\n\nBrink’s Adjournment Proposal. Proposal to adjourn the\nSpecial Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there is not a quorum or there are not sufficient votes to approve the Brink’s Share Issuance Proposal or to ensure\nthat any supplement or amendment to the proxy statement/prospectus (as defined below) is timely provided to holders of Brink’s Common Stock (the “Brink’s Adjournment Proposal”).\n\n \n\nThe final voting results for the Brink’s Share Issuance Proposal are described below. The Brink’s Adjournment Proposal was not submitted to Brink’s shareholders for\napproval at the Special Meeting because there was a quorum present at the Special Meeting and there were sufficient votes to approve the Brink’s Share Issuance Proposal. For more information on each of these proposals, see the definitive proxy\nstatement/prospectus filed by Brink’s with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2026 (such filing, the “proxy\nstatement/prospectus”).\n\n \n\nBrink’s Share Issuance Proposal:\n\nVotes For\n\n \n\nVotes Against\n\n \n\nVotes Abstaining\n\n \n\nBroker Non-Votes\n\n37,690,024\n\n \n\n18,697\n\n \n\n26,874\n\n \n\nN/A"}