2 Wells Avenue

Newton, Massachusetts 02459

April 22, 2025

Dear Shareholder:

We cordially invite you to attend our 2025 Annual Meeting of Shareholders on Tuesday, June 3, 2025 at 8:00 a.m. (Eastern Time). We will host a virtual shareholder meeting conducted via live audio webcast. The virtual meeting format provides an opportunity for participation by all shareholders from any location that is convenient to an attendee, and we are committed to ensuring that our shareholders have an opportunity to participate in, and pose questions at, the virtual meeting. You may attend the 2025 Annual Meeting of Shareholders by logging in at www.virtualshareholdermeeting.com/BFAM2025. For further information on how to participate in the meeting, please see “Information About the Virtual Annual Meeting” in the Proxy Statement for our 2025 Annual Meeting of Shareholders (the “Proxy Statement”).

Pursuant to the Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we are posting our proxy materials on the Internet and delivering a Notice of Internet Availability of Proxy Materials (the “Notice”). This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and reducing costs. On or about April 22, 2025, we will begin mailing to our shareholders the Notice containing instructions on how to access the Proxy Statement and the 2024 Annual Report on Form 10-K as well as how to request a paper copy of these proxy materials by mail. The Notice also provides instructions on how to vote online. If you prefer, you can vote by telephone or by mail by requesting a proxy card and following the instructions.

The Notice and the Proxy Statement accompanying this letter describe the business we will consider at the 2025 Annual Meeting of Shareholders. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2025 Annual Meeting of Shareholders virtually, we encourage you to consider the matters presented in the Proxy Statement and vote as soon as possible.

We hope that you will be able to join us on June 3rd.

Sincerely,

Stephen H. Kramer

Chief Executive Officer and President

Bright Horizons Family Solutions Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 3, 2025

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Bright Horizons Family Solutions Inc. (the “Company” or “Bright Horizons”) will be held on Tuesday, June 3, 2025 at 8:00 a.m. (Eastern Time). This is a virtual meeting and shareholders may attend the Annual Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/BFAM2025. For further information on how to participate in the meeting, please see “Information About the Virtual Annual Meeting” in the Proxy Statement.

At the Annual Meeting we will ask shareholders to:

Shareholders of record at the close of business on April 10, 2025 are entitled to notice of, and entitled to vote at, the Annual Meeting and any adjournments or postponements thereof.

To attend the Annual Meeting, you must demonstrate that you were a Bright Horizons shareholder as of the close of business on the record date of April 10, 2025 or hold a valid proxy for the Annual Meeting from such a shareholder. To be admitted to the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/BFAM2025 and enter your 16-digit control number included on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. We encourage you to log-in prior to the start time for the meeting. You will have the opportunity to vote your shares and ask questions at the Annual Meeting by following the instructions available.

By Order of the Board of Directors,

John G. Casagrande

Secretary

Bright Horizons Family Solutions Inc.

2 Wells Avenue

Newton, Massachusetts 02459

April 22, 2025

TABLE OF CONTENTS

Note Regarding Forward-Looking Statements

This Proxy Statement includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “expects,” “may,” “will,” “should,” “seeks,” “projects,” “approximately,” “intends,” “plans,” “estimates” or “anticipates,” or, in each case, their negatives or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and they appear in a number of places throughout this Proxy Statement and include statements regarding our intentions, beliefs or current expectations. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include expectations of future stock price performance as it relates to our compensation programs, our ability to successfully implement and execute initiatives and goals, and whether we are able to achieve the anticipated results of such initiatives and goals. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described under “Risk Factors” and elsewhere in our 2024 Annual Report on Form 10-K and in our other public filings with the Securities and Exchange Commission (“SEC”). Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from those made in or suggested by the forward-looking statements

contained in this Proxy Statement. In addition, even if our results are consistent with the forward-looking statements contained in this Proxy Statement, those results or developments may not be indicative of results or developments in subsequent periods.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Proxy Statement speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by law.

Information contained on or connected to our website is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing or submission that we make with the SEC.

Websites

Website addresses referenced in this Proxy Statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this Proxy Statement and is not incorporated by reference herein.

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

PROXY STATEMENT

2025 ANNUAL MEETING OF SHAREHOLDERS

June 3, 2025

8:00 a.m. (Eastern Time)

The Board of Directors (the “Board”) of Bright Horizons Family Solutions Inc. (the “Company,” “Bright Horizons,” “we,” “our” or “us”) is soliciting your proxy for the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) and at any reconvened meeting after postponement or adjournment of the Annual Meeting.

This Proxy Statement, the Notice of Internet Availability of Proxy Materials (the “Notice”), the proxy card and the Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) are being first mailed or released to shareholders on or about April 22, 2025. Our address is 2 Wells Avenue, Newton, MA 02459.

Your vote is important. You may vote in one of four ways:

Vote on the Internet		Vote by Telephone		Vote by Mail		Vote at the Annual Meeting
Visit the website listed on your Notice, proxy card or voting instruction form		Call the toll free telephone number on your proxy card or voting instruction form		Sign, date and return your proxy card or voting instruction form		Attend the Annual Meeting at www.virtualshareholdermeeting. com/BFAM2025 and follow the instructions on the website

Both Internet and telephone voting provide easy-to-follow instructions and have procedures designed to authenticate your identity and permit you to confirm that your voting instructions are accurately reflected. If your shares are held through a broker, you may vote by Internet or telephone if your broker makes those methods available, in which case your broker will deliver instructions with this Proxy Statement. Alternatively, you may vote by signing and returning the proxy card. The Internet and telephone voting for shareholders of record will close at 11:59 p.m. (Eastern Time) on Monday, June 2, 2025. If your shares are held through a broker (i.e., in “street name”) and Internet or telephone voting is made available to you, these may close sooner than voting for shareholders of record.

The method by which you vote will not limit your right to vote at the Annual Meeting if you later decide to attend. You may revoke your proxy at any time before it is voted by voting later by telephone or Internet, returning a later-dated proxy card or voting instruction form, delivering a written revocation to the Corporate Secretary of Bright Horizons at the address above or by voting online at the Annual Meeting.

If you vote your shares by mail, telephone or Internet, your shares will be voted in accordance with your instructions. If you do not indicate specific choices when you vote by mail, telephone or Internet, your shares will be voted “FOR” the proposals as the Board recommends.

Shareholders of record at the close of business on the Record Date are entitled to vote at the meeting. As of the Record Date, there were 57,378,107 shares of common stock outstanding and each share is entitled to one vote for each share. Common stock is the only class of securities eligible to vote at the Annual Meeting. There are no cumulative voting rights.

Quorum

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting is necessary to constitute a quorum for all purposes.

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. Brokers who have record ownership of shares that they hold in “street name” for their clients who are the beneficial owners of the shares normally have discretion to vote such shares on routine matters, such as the ratification of an independent registered public accounting firm, but do not have such discretion to vote on non-routine matters. Broker non-votes generally occur when the beneficial owner of shares held by a broker does not give the broker voting instructions on a non-routine matter. All proposals (other than Proposal 3) are non-routine matters and brokers are not permitted to vote your shares without instruction. Brokers are permitted to vote your shares without voting instructions on Proposal 3 (Ratification of Appointment of Independent Registered Public Accounting Firm).

Required Vote to Approve Proposals and Board of Directors’ Recommendations

The Company uses the SEC rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April 22, 2025, we sent to shareholders of record at the close of business on the Record Date a Notice, which includes instructions on how to access this Proxy Statement and our 2024 Annual Report, and how to vote online for the Annual Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

This Proxy Statement and our 2024 Annual Report are available on the Investor Relations section of our website at investors.brighthorizons.com under “Annual Meeting Materials.” If you would like to help reduce the environmental impact of our annual meetings and our costs of printing and mailing future materials, you can agree to access these documents in the future over the Internet rather than receiving printed copies in the mail.

If you are a shareholder of record, to consent to electronic delivery and receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet visit www.proxyvote.com and follow the instructions. When prompted, indicate that you agree to receive and access proxy materials electronically in future years. Once you enroll, you will receive all future mailings via electronic delivery until you elect to cancel your enrollment by following the instructions provided on the website.

If you hold our common stock through a broker, please refer to the information provided by your broker regarding the availability of electronic delivery. If you hold our common stock through a broker and you have elected electronic access, you will receive information from your broker containing the Internet address for use in accessing this Proxy Statement and the 2024 Annual Report.

Once you sign up, you will continue to receive proxy materials electronically until you revoke this preference.

PROPOSAL 1

ELECTION OF DIRECTORS

Currently, Bright Horizons has a classified Board currently consisting of (1) three directors with terms expiring in 2025 (formerly Class III) (the “2025 Class”), (2) four directors with terms expiring in 2026 (formerly Class I) (the “2026 Class”), and (3) three directors with terms expiring in 2027 (formerly Class II) (the “2027 Class”).

At the 2024 Annual Meeting, shareholders approved an amendment to the Company’s Certificate of Incorporation to declassify our Board. Starting with this Annual Meeting, each class of nominees will be elected for one-year terms until the Board is fully declassified by 2027. Beginning with the 2027 Annual Meeting, all members of the Board will be required to stand for election each for a one-year term.

The Board currently has the following ten members:

This year, the three director nominees in the 2025 Class, whose terms expire at this Annual Meeting, will stand for election to a one-year term expiring at the 2026 Annual Meeting. The persons named as proxies will vote to elect Lawrence M. Alleva, Joshua Bekenstein and David H. Lissy as directors unless your proxy is marked otherwise. Each of these nominees has indicated his willingness to serve, if elected, and as of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director. In the event any nominee is unable to serve as a director at the time of the Annual Meeting, the shares of common stock represented by proxies may be voted for a substitute nominee, if any, who may be designated by the Board to fill the vacancy.

We seek nominees with established strong professional reputations, business acumen and experience in multi-site operations and/or contracted business services in the child care, employee benefits and work/life solutions industries. We also seek nominees with experience in substantive areas that are important to our business such as international operations; accounting, capital markets; strategic planning and leadership of complex organizations; human resources and development practices; compliance and risk; marketing strategy; and innovation.

The nominees have substantial leadership, management, accounting/audit, risk management, finance/capital markets, and industry experience and expertise. The diversity of experience of these nominees, as illustrated by the skills described in their biographies below, help drive our strategic priorities. Each nominee brings a unique perspective to our Board that we believe is invaluable.

The individuals listed below, Lawrence M. Alleva, Joshua Bekenstein and David H. Lissy, have been nominated and are standing for election at this year’s Annual Meeting. If elected, they will hold office until our 2026 Annual Meeting and until their successors are duly elected and qualified. All of these directors were previously elected to the Board by shareholders.

This year’s nominees are all independent. Each nominee has held senior executive positions in large, complex organizations or with businesses within our industry, and has a broad range of experience that spans different industries and sectors. Each nominee has experience serving on boards and committees of other public companies and possess an understanding of public company corporate governance practices and trends. Our nominees have served the Board previously, which has provided them with significant exposure to both our business and the industry in which we operate. Our nominees bring to our Board a variety of skills, qualifications and viewpoints that both strengthen their ability to carry out their oversight role on behalf of our shareholders and bring richness to Board deliberations.

We believe that all our nominees possess the professional and personal qualifications necessary for Board service, and we have highlighted particularly noteworthy attributes and qualifications for each director in the individual biographies below.

2025 Class Directors (Term Expiring in 2026)

The Company has a majority voting requirement for the uncontested election of directors, which increases our Board’s accountability to our shareholders. A majority of the votes cast at the Annual Meeting will be required for the election of each of the director nominees. A nominee for director will be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. Broker non-votes and abstentions are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election of the nominees.

2026 Class Directors (Term Expiring in 2026)

2027 Class Directors (Term Expiring in 2027)

DIRECTOR COMPENSATION

The Company’s director compensation program for non-employee directors, as further described below, is intended to be competitive in attracting and recruiting new Board candidates, as well as retaining current Board members, and to align our directors’ interests with those of our shareholders.

During 2024, the Compensation Committee reviewed the overall compensation program for the Board, which was last reviewed and approved in 2016, and engaged an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to review the program and make recommendations to better align the program with market practice. In keeping with the Company’s overall compensation philosophy and with input from Meridian comprising market trends, including general market studies, the Compensation Committee recommended changes to the Board compensation program to better reflect market practice and the Board approved a new compensation package for non-employee directors effective January 1, 2025.

In connection with the engagement of Meridian, the Compensation Committee determined that Meridian and the individual Meridian consultants that work with the Compensation Committee are independent and do not have any economic interests in or other relationships with the Company or the Compensation Committee members that would conflict with their obligation to provide the Compensation Committee with impartial and objective advice.

Our non-employee directors received during 2024, and effective January 1, 2025 currently receive, the below annual retainers for their service on the Board and Board committees. If a non-employee director does not serve on the Board or committee for the full year, the Board and any applicable committee retainers and equity grants, as described below, are generally pro-rated.

Starting this Annual Meeting, each non-employee director will receive an annual equity grant of restricted stock units (“Director RSUs”) valued at $125,000. The number of Director RSUs are determined by dividing the grant value by the closing price of the Company’s common stock on the NYSE on the date of grant. Director RSUs are fully vested on the grant date and settled on the earliest of (1) the director’s termination of service as a member of the Board, (2) the fifth anniversary of the grant date, or (3) a change of control of the Company.

Under the prior Board compensation program applicable to fiscal year 2024, non-employee directors received an annual equity grant valuated at $100,000 and our Chair received an annual equity grant valued at $150,000.

The Company reimburses Board members for reasonable out-of-pocket expenses incurred in attending Board and Board committee meetings.

The Board has adopted minimum stock ownership guidelines for non-employee directors. Non-employee directors are expected to own Company shares with a market value equal to five times (5x) the annual Board cash retainer and have five years from the date of their appointment to the Board to achieve this threshold.

As of December 31, 2024, each of our non-employee directors have met or exceeded this stock ownership requirement with the exception of Ms. Schulz who was appointed in September 2024 and has five (5) years from the date of appointment to meet this requirement.

The following table sets forth information outlining the compensation earned by our non-employee directors during the year ended December 31, 2024 and reflects the prior Board compensation program in effect during 2024. Compensation for Mr. Kramer in 2024, as Chief Executive Officer, is included in the “Summary Compensation Table” and the supplemental tables under the heading “Executive Compensation” included elsewhere in this Proxy Statement. Mr. Kramer did not receive any additional compensation for serving on the Board during 2024.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

We have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each with the composition and responsibilities described below. Each committee operates under a charter that has been approved by the Board. A copy of each charter can be found on the Investor Relations section of our website at investors.brighthorizons.com under “Governance & Responsibility—Governance Documents.” The members of each committee are appointed by the Board and each member serves until his or her successor is elected and qualified, unless he or she is earlier removed or resigns.

The Board is composed of a majority of independent directors, and our standing committees, Audit, Compensation and Nominating and Corporate Governance, are composed entirely of independent directors as defined under applicable rules and Listed Company Manual of the NYSE (the “NYSE Rules”) and the rules of the SEC. For information on our director independence, please see “Board Independence” elsewhere in this Proxy Statement.

The Board and its committees meet periodically throughout the year to oversee management of the Company’s business and affairs for the benefit of its shareholders. During 2024, the Board held four (4) meetings and acted by written consent twice. During 2024, all of our directors attended 100% of the total Board and Committee meetings on which he or she served during the periods that he or she served. We encourage, but do not require, our directors to attend annual meetings of shareholders and, in 2024, 90% of our directors attended.

Periodically, throughout the year, both non-management directors and independent directors meet in executive session without members of management present. These meetings allow independent directors to discuss issues of importance to the Company, including the business and affairs of the Company as well as matters concerning management, without any member of management present. Executive sessions of independent directors are presided over by Mr. Hitch, an independent director.

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. From time to time, special committees may be established under the direction of the Board when necessary to address specific matters. The Board has delegated various responsibilities and authorities to these committees, as described below and in the committee charters. The committees periodically report on their activities and actions to the Board.

The table below provides information about the current membership of our standing committees:

						Current Committee Membership
Director		Class / Current Term		Independent		Audit		Compensation		Nominating and Corporate Governance
Lawrence M. Alleva		2025		☑				☑
Julie Atkinson		2027		☑						☑
Joshua Bekenstein		2025		☑				☑
Jordan Hitch		2027		☑						☑
Stephen H. Kramer		2026		—
David H. Lissy		2025		☑
Cathy E. Minehan		2026		☑		☑
Laurel J. Richie		2026		☑		☑
Jennifer Schulz		2026		☑
Mary Ann Tocio		2027		☑
Number of meetings during 2024						9		2		6
Action by written consent during 2024						1		4		—

= Chair

The Audit Committee’s purpose, roles and responsibilities are set forth in a written Audit Committee charter adopted by the Board, which can be found on the Investor Relations section of our website at investors.brighthorizons.com under “Governance & Responsibility—Governance Documents.” The Audit Committee’s purpose is to assist the Board in its oversight of (1) the integrity of the consolidated financial statements of the Company, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) the performance of the Company’s Internal Audit function and independent auditor, (5) the Company’s internal control over financial reporting, (6) the Company’s development and implementation of policies and procedures governing enterprise risk assessment and management, and (7) compliance with ethical standards adopted by the Company. The Audit Committee’s primary duties and responsibilities are to:

The Board has determined that all of the members are independent directors pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE Rules. All of our members are financially literate, and Mr. Alleva and Ms. Minehan are also each considered an “audit committee financial expert” within the meaning of the applicable rules of the SEC. The Audit Committee’s Report is included on page 58 of this Proxy Statement.

The Compensation Committee’s purpose, roles and responsibilities are set forth in a written Compensation Committee charter adopted by the Board, which can be found on the Investor Relations section of our website at investors.brighthorizons.com under “Governance & Responsibility—Governance Documents.” The Compensation Committee’s primary duties and responsibilities are to:

The Board has determined that all of the members are independent directors pursuant to NYSE Rules. Pursuant to its charter and the Company’s 2012 Omnibus Long-Term Incentive Plan, as Amended and Restated (the “Equity Plan”), the Compensation Committee has the authority to delegate to one or more Board members or subcommittees any of its duties and responsibilities, and to delegate to officers, the power to grant awards, when appropriate. The Compensation Committee, in its role as administrator under the Equity Plan, approved the delegation of authority to Mr. Kramer, both a Board member and the Company’s Chief Executive Officer, to grant equity awards, among other actions, under the Equity Plan within certain specified parameters. In addition, the Compensation Committee has the authority to retain or obtain the advice of a compensation consultant, independent legal counsel or other advisor, after taking into consideration all factors relevant to the adviser’s independence from management, including those specified in Section 303A.05(c) of the NYSE Rules.

The Nominating and Corporate Governance Committee’s purpose, roles and responsibilities are set forth in a written charter adopted by the Board, which can be found on the Investor Relations section of our website at investors.brighthorizons.com under “Governance & Responsibility—Governance Documents.” The Nominating and Corporate Governance Committee’s primary duties and responsibilities are to:

The Board has determined that all of the members are independent directors pursuant to NYSE Rules.

The positions of our Chair of the Board and Chief Executive Officer are currently separate roles. Mr. Lissy serves as the independent Chair of the Board and Mr. Kramer serves as a 2026 Class director and our Chief Executive Officer. While the Board has no set policy with respect to the separation of the offices of Chair and Chief Executive Officer and may review these offices from time to time, the Board has a long-standing practice of separating the offices of the Chair and the Chief Executive Officer. The Board has reviewed its leadership structure and has determined that it is in the best interests of the Company and its shareholders to continue to separate the roles of Chair and Chief Executive Officer. This structure permits Mr. Kramer to devote his attention to leading Bright Horizons and focusing on the Company’s strategic direction and day-to-day leadership and performance of our business and operations, while Mr. Lissy has wide-ranging, in-depth knowledge of our business arising from his many years of service to Bright Horizons and, as a result, provides effective leadership and stewardship for the Board.

Executive sessions of independent directors are presided over by Mr. Hitch, an independent director.

The Board has the primary responsibility for succession planning for the Chief Executive Officer and oversight of other executive officer positions while the Compensation Committee oversees the development of such succession plans. These reviews include consideration and assessment of the most promising leadership talent throughout the Company and roles in which external candidates may need to be considered.

It is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to Bright Horizons. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to Bright Horizons. The Board administers its risk oversight role directly and through its committee structure, the committees’ periodic reports to the Board and periodic reports from management.

Overview of Board Risk Oversight

Below is the risk oversight structure highlighting key areas of focus.

Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
•  Review internal audit risk assessment and risks associated with financial and accounting matters, financial reporting, accounting, disclosure & internal controls.   •  Oversee ethics & compliance programs, ethics hotline & related person transactions.   •  Review legal & regulatory compliance.   •  Oversee ERM Program and the policies and controls to manage risks.   •  Oversee cybersecurity, data protection, data privacy & business continuity.		•  Evaluate risks related to executive compensation and the design of compensation programs, plans and arrangements.   •  Assist in oversight of the development of executive and leadership succession planning.   •  Evaluate compensation-related risks resulting from short-term and long-term uncertainties.		•  Oversee Board refreshment and assignment of directors to committees for risk oversight and other areas of responsibilities.   •  Monitor and review ESG strategy, initiatives, regulatory compliance and policies.   •  Assist in oversight of the human capital management strategies, initiatives and policies.
Periodic Reports From:		Periodic Reports From:		Periodic Reports From:
•  CEO   •  CFO   •  Chief Accounting Officer   •  Tax   •  Controller   •  Internal Audit   •  General Counsel (including Corporate Governance)   •  Compliance & Ethics   •  IT, Privacy & Information Security   •  Independent Auditor		•  CEO   •  CFO   •  General Counsel (including Corporate Governance)   •  Human Resources   •  External Compensation Consultant		•  CEO   •  General Counsel (including Corporate Governance)   •  Compliance & Ethics Function   •  ESG Working Group
Risk Management Support Functions Include:
•  ERM Program & Framework   •  Internal Audit   •  Business Risk and Controls   •  General Counsel (including Corporate Governance)   •  Risk Management Function		•  Operations Team   •  Incident Management   •  Global Health & Safety Function   •  Chief Information Officer   •  Chief Information Security Officer   •  Global Privacy Officer		•  ESG Working Group   •  Human Resources Functions   •  Inclusion Steering Committee   •  Governance, Risk & Compliance Committee   •  Support from External Legal Counsel & Other Advisors

Cybersecurity Risk Oversight

Management of cybersecurity risk remains an important area of focus for our Company. At the management level, our information technology (“IT”) department, led by our SVP, Chief Information Officer (“CIO”), maintains our cybersecurity function. Our VP, Chief Information Security Officer (“CISO”) oversees our Information Security Office, reports directly to the CIO, and is responsible for managing our cybersecurity risks. Our IT department and Information Security Office, supported by our Global Privacy Office, regularly evaluate cybersecurity risks. Cybersecurity risks are considered within our ERM framework and our annual ERM program is reviewed and overseen by the Audit Committee and is presented to the Board annually. We maintain an internal Privacy and Security Steering Committee, co-chaired by our CISO and Global Privacy Officer, which is tasked with review of, and oversight over, our privacy and data security programs, policies and strategy. Our Governance, Risk and Compliance Committee provides additional support for ERM assessment and governance by monitoring our ERM program, and engaging with compliance functions across the organization to identify gaps, support corrective action plans and promote best practices.

At the Board level, our Board administers its risk oversight role directly and through its committee structure. While our Board has ultimate responsibility for overseeing our cyber risk, our Audit Committee oversees risks related to cybersecurity threats, data protection, data privacy and business continuity. Our Audit Committee regularly discusses and, at least annually, reviews with management, including our CIO, CISO, Global Privacy Officer, our cyber, information security, and data privacy risks and programs. Our management team also provides updates to the Board periodically.

Please refer to Item 1C. “Cybersecurity” in Part I of our 2024 Annual Report for additional information regarding cybersecurity matters.

Shareholders and other interested parties may communicate directly with the Board, the non-employee directors or the independent directors as a group, or specified individual directors, such as the presiding director, by writing to such individual or group c/o Corporate Secretary, Bright Horizons Family Solutions Inc., 2 Wells Avenue, Newton, MA 02459. The Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board, excluding those items that are not directly related to Board duties and responsibilities, such as advertisements, solicitations, surveys, junk mail and mass mailings.

CORPORATE GOVERNANCE AND DIRECTOR INDEPENDENCE

Bright Horizons demands integrity and is committed to upholding high ethical standards. We believe that our strong corporate governance practices support this goal and provide a framework within which the Board and management can pursue the strategic objectives of the Company and ensure long-term growth for the benefit of our shareholders. The Nominating and Corporate Governance Committee regularly reviews developments in, and matters related to, corporate governance. Highlights of our corporate governance practices, as of the date of this Proxy Statement, are listed below and discussed elsewhere in this Proxy Statement.

Key Corporate Governance Practices:

Key Corporate Governance Practices:

Our Board and management team greatly value the opinions and feedback of our shareholders and are committed to engaging with, and listening to, our shareholders. We periodically undertake off-season shareholder engagement focusing on a range of topics. Our outreach is in addition to the ongoing dialogue among our shareholders and our Chief Executive Officer, Chief Financial Officer and Investor Relations team regarding our financial and operational performance. In response to our outreach, feedback has been positive with investors expressing appreciation for the opportunity for direct dialogue and engagement.

When meeting with shareholders, participants from Bright Horizons vary per call and may include the Chief Financial Officer, members of Investor Relations and Legal, and for certain calls, the Chief Executive Officer or an independent Board member.

This off-season we received both inbound inquiries and contacted shareholders representing over 50% of shares owned and held telephonic meetings with shareholders representing over 20% of shares owned. Shareholders raised the following engagement topics:

Shareholder feedback is presented to, and reviewed by, the Nominating and Corporate Governance Committee, the other committees or full Board, as applicable.

The Board of Directors and the Nominating and Corporate Governance Committee are committed to ensuring our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. In addition to ensuring the Board reflects an appropriate mix of experiences, qualifications, attributes and skills, the Nominating and Corporate Governance Committee focuses on director succession and tenure and regularly reviews director skill sets.

Board Refreshment and Size

Under the leadership of the Nominating and Corporate Governance Committee, the Board has been notably refreshed since 2016 by adding five new directors, including four independent directors and rotating six directors off, lending fresh perspectives and broadened backgrounds and skill sets. These directors have brought a mix of experience in digital strategy, marketing, communications, innovation, strategic and operational leadership, industry experience, financial expertise and risk management:

Effective September 17, 2024, the Board appointed Jennifer Schulz as a member of the Board. The size of the Board was increased from nine to ten members and Ms. Schulz was appointed to fill the vacancy. Ms. Schulz was classified as a 2026 Class director and will stand for election at the 2026 Annual Meeting.

On March 26, 2025, Ms. Minehan announced she would be retiring from the Board on June 3, 2025 after nine years of service. Following her retirement, the Board is expected to reduce its size to nine members.

Board Composition

The Board believes that it is important that our directors have varied business expertise and experience and reflect a range of backgrounds. All of our Board members elected to self-identify and consented to the disclosure of their race, ethnicity or gender below. As of the date of this Proxy Statement, fifty percent (50%) of our Board members self-identified as women and ten percent (10%) self-identified as non-white. The Board seeks broad representation and the right mix of directors with institutional knowledge relevant to our business, fresh perspectives and differentiated backgrounds that enrich the experience set.

Board Expertise and Skills Matrix

We seek a Board that reflects a range of talents, ages, skills and expertise—particularly in the areas of multi-site operations, financial management, domestic and international markets, leadership, corporate governance, accounting, risk, and the child care, education, workplace benefits and related industries in which we operate—sufficient to provide sound and prudent guidance with respect to our operations and interests. The Nominating and Corporate Governance Committee regularly reviews the skills, experience, and backgrounds that it believes are desirable to be represented on the Board.

The following skills matrix depicts the most significant skills, areas of expertise and experience represented on our Board:

Operational and Industry Experience

Child Care and Early Education

l

l

l

Workforce and Adult Education

l

l

International Operations

l

l

l

l

l

Multi-Site Operations

l

l

l

l

l

l

l

General Business Experience

C-Suite Leadership (CFO, CEO, COO, CMO)

l

l

l

l

l

l

l

l

Innovation Leadership / Business Transformation

l

l

l

l

l

l

l

l

Marketing / Public Relations / Communications / Digital

l

l

l

l

Oversight of Human Capital / Human Resources / Talent Management

l

l

l

l

Financial Expertise / Capital Markets / Accounting

l

l

l

l

l

l

l

l

l

Regulatory / Compliance / Risk

l

l

l

l

l

l

l

Board Experience

Prior / Current Audit Committee

l

l

l

l

Prior / Current Compensation Committee

l

l

l

l

l

Prior / Current Nominating and Corporate Governance Committee

l

l

l

l

l

l

l

Current # of Public Company Boards (including Company)

4

1

3

2

1

2

1

3

1

2

Our Corporate Governance Guidelines provide that the Board is responsible for conducting a self-evaluation of the Board on an annual basis. In addition, the written charters of each of the Audit, Compensation and Nominating and Corporate Governance Committees provide that each committee shall evaluate its performance on an annual basis. During 2024, the Board and each committee conducted a self-evaluation pursuant to these requirements. Each committee and the full Board continuously review progress with respect to any identified areas for improvement.

The Board conducts an individual director assessment and peer review annually to enhance director development, accountability and leadership planning. The Board views this annual individual self-assessment and peer review as an integral part of its commitment to continuous improvement and achieving high levels of Board and committee performance. Below is a synopsis of the individual director self-assessment and peer review process:

Criteria and Process of Identifying and Evaluating Candidates for Consideration as a Director Nominee

The Nominating and Corporate Governance Committee is responsible for recommending candidates to stand for election to the Board at the Company’s annual meeting of shareholders and for recommending candidates to fill vacancies on the Board that may occur between annual meetings. The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including other Board members and our Chief Executive Officer. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director. It is the policy of the Board that directors should possess the highest personal and

professional ethics, integrity and values. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings.

The Nominating and Corporate Governance Committee evaluates each individual in the context of the skills, character, background and expertise of the Board as a whole, with the objective of recommending a group that can best continue the success of our business and represent shareholder interests through the exercise of sound judgment using its breadth of experience. The Board seeks the best director candidates based on the skills and characteristics required without regard to race, color, national origin, religion, disability, marital status, age, sexual orientation, gender, gender identity and expression, or any other basis protected by federal, state or local law.

The Nominating and Corporate Governance Committee considers, in light of our business, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Proposal 1—Election of Directors.”

In early-2024, the Nominating and Corporate Governance Committee retained Spencer Stuart, an executive search and leadership consulting firm, to assist in identifying potential candidates for the Board that resulted in Ms. Schulz joining the Board as a new independent member in September 2024.

Procedures for Recommendation of Director Nominees by Shareholders

The Nominating and Corporate Governance Committee considers properly submitted recommendations for candidates to the Board from shareholders in accordance with our Bylaws. Any shareholder may submit in writing a candidate for consideration for each shareholder meeting at which directors are to be elected by no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the prior year’s annual meeting. Any shareholder recommendations for consideration by the Nominating and Corporate Governance Committee should include the candidate’s name, biographical information, and the information required by Section 1.2 of our Bylaws. Recommendations should be sent to c/o Corporate Secretary, Bright Horizons Family Solutions Inc., 2 Wells Avenue, Newton, MA 02459. The Nominating and Corporate Governance Committee evaluates candidates for the position of director recommended by shareholders or others in the same manner as candidates from other sources. The Nominating and Corporate Governance Committee will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.

Our Bylaws include a majority voting requirement for the election of directors at uncontested meetings of shareholders to increase our Board’s accountability to our shareholders. Under the Company’s majority voting standard, a nominee for director in an uncontested election will be elected to the Board if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election (disregarding abstentions and broker non-votes). Directors are elected by plurality vote in a contested election of directors (as defined in our Bylaws).

Our Bylaws provide that a director who fails to receive at least the majority of votes cast with respect to his or her election will promptly tender his or her resignation to the Board. Based on a recommendation by the Nominating and Corporate Governance Committee, the Board shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision, within 90 days following certification of the election results. The Nominating and Corporate Governance Committee, in making its recommendation, and the Board, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If the Board does not accept the resignation, the incumbent director will continue to serve until the next annual meeting and until his or her successor is duly elected, or earlier resignation or removal.

It is our policy that directors, who are also employees of the Company (other than Chief Executive Officer) shall offer their resignation from the Board at the same time they retire from employment with the Company. In addition, it is our policy that directors who retire or otherwise change from the principal occupation or background association they held when they were originally invited to the Board should provide notice to the Board. The Board does not believe that such directors should necessarily leave the Board, but it is our policy that there should be an opportunity for the Board to review the continued appropriateness of such director’s membership under these circumstances.

We believe that no director should serve on more than four boards of public companies (including our Board) and that our Chief Executive Officer should serve on no more than two boards of public companies (including our Board). All directors currently comply with these requirements.

Pursuant to our Audit Committee charter and NYSE Rules, members may serve on no more than three separate public company audit committees simultaneously without prior review and determination by the Board that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee. Mr. Alleva, a retired partner at PwC, currently serves on the audit committees of four public companies (including Bright Horizons). The Board, after due consideration of the facts and in light of Mr. Alleva’s dedication to, and stewardship of, the Company’s Audit Committee, has determined that Mr. Alleva’s service on the audit committees of four public companies would not impair his ability to effectively serve on the Company’s Audit Committee.

Our director orientation and continuing education program consists of visits to Bright Horizons centers, 1:1 meetings with senior leaders, background material on the Company, education regarding our Code of Business Conduct and Ethics and other policies and practices relevant to our business and operations, and meetings with, and presentations by, senior management. In addition, we provide updates on relevant topics of interest to the Board. We also encourage directors to attend director education programs sponsored by various educational institutions and all Board members receive a National Association of Corporate Directors membership.

Bright Horizons demands integrity and is committed to upholding high ethical standards. We have a written Code of Business Conduct and Ethics Applicable to all Directors, Officers and Employees, and a written Code of Ethics for Senior Managers and Financial Management Team, which are designed to ensure that our business is conducted with integrity. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Copies of these codes can be found on the Investor Relations section of our website at investors.brighthorizons.com under “Governance & Responsibility—Governance Documents.”

We intend to disclose any future amendments to, or waivers from, these codes of ethics for Bright Horizons executive officers within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

The current versions of our Corporate Governance Guidelines, Code of Business Conduct and Ethics Applicable to all Directors, Officers and Employees, Code of Ethics for Senior Managers and Financial Management Team and charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available under “Governance & Responsibility—Governance Documents” on the Investor Relations section of our website at investors.brighthorizons.com. These materials are also available in print free of charge to shareholders upon written request to c/o Corporate Secretary, Bright Horizons Family Solutions Inc., 2 Wells Avenue, Newton, MA 02459.

CORPORATE RESPONSIBILITY

				To achieve our mission and deliver results, we put our HEART into everything we do. Our HEART Principles—HONESTY, EXCELLENCE, ACCOUNTABILITY, RESPECT, and TEAMWORK—are the underlying tenets of our culture and are guided by the core belief that our people are the foundation to building and sustaining an organization that makes a significant impact in the lives of the children, families and adult learners we serve. Our corporate responsibility and philanthropic efforts are aligned with our mission and values, supporting initiatives that combine our knowledge, experience and compassion—both as an organization and as individuals. These efforts and principles are embedded throughout our operations, and our unique business model affords us the opportunity to not only build a sustainable long-term organization, but to also have a significant impact on the children, families and adult learners we work with and in the communities where we live.