UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 8, 2023, Driven Brands Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2023.
| Proposal 1. | Election of Directors |
The Company’s stockholders duly elected Chadwick Hume, Karen Stroup and Peter Swinburn, by a plurality of the votes cast, to serve as Class III directors until the 2026 annual meeting of stockholders and until his or her successor is elected and qualified. The results of the voting were as follows:
| Director |
Votes For | Votes Withheld | ||
| Chadwick Hume |
153,850,276 | 4,277,343 | ||
| Karen Stroup |
154,706,022 | 3,421,597 | ||
| Peter Swinburn |
127,128,452 | 30,999,167 |
| Proposal 2. | Advisory Vote to Approve the Compensation of Our Named Executive Officers |
The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers for 2022. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 144,399,500 | 13,638,411 | 89,708 |
| Proposal 3. | Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 30, 2023 |
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending December 30, 2023. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 161,159,070 | 12,701 | 118,551 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRIVEN BRANDS HOLDINGS INC. | ||||||
| Date: May 12, 2023 | By: | /s/ Scott O’Melia | ||||
| Name: | Scott O’Melia | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Document and Entity Information |
May 08, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001804745 |
| Document Type | 8-K |
| Document Period End Date | May 08, 2023 |
| Entity Registrant Name | DRIVEN BRANDS HOLDINGS INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39898 |
| Entity Tax Identification Number | 47-3595252 |
| Entity Address, Address Line One | 440 South Church Street |
| Entity Address, Address Line Two | Suite 700 |
| Entity Address, City or Town | Charlotte |
| Entity Address, State or Province | NC |
| Entity Address, Postal Zip Code | 28202 |
| City Area Code | (704) |
| Local Phone Number | 377-8855 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value |
| Trading Symbol | DRVN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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