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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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
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EXPLANATORY NOTE
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported in the Original Form 8-K, Ms. Mason’s employment with the Company ended on May 4, 2023, which the Compensation Committee of the Company’s Board of Directors determined was a termination without cause under her employment agreement with the Company. In connection with her termination, the Company and Ms. Mason entered into the Agreement, which provides for: (i) a severance cash payment in the amount of $550,000, payable in equal installments over the next twelve months; (ii) accelerated vesting of 1/3 of Ms. Mason’s unvested performance-based restricted stock awards (“RSAs”) (37,615 shares); (iii) accelerated vesting of 1/3 of Ms. Mason’s unvested performance-based top-up options (the “Top-Up Options”) (86,493 options to buy shares at $22.00 per share); (iv) accelerated vesting of unvested time-based RSAs that were scheduled to vest on August 3, 2023 (1,299 shares); (v) accelerated vesting of unvested time-based Top-Up Options that were scheduled to vest on August 3, 2023 (11,269 options to buy shares at $22.00 per share); and (vi) a waiver of the continuous service requirement with respect to 1/2 of the unvested performance-based RSAs and unvested performance-based Top-Up Options until May 4, 2025 (the “Continued Eligible Vesting RSAs and Top-Up Options”) (a total of 56,990 shares and options to purchase 131,049 shares at $22.00 per share). The Continued Eligible Vesting RSAs and Top-Up Options continue to be subject to the performance criteria set forth in the respective grant agreements, and, if such RSAs and Top-Up Options do not meet the performance criteria prior to May 4, 2025, they will be cancelled and forfeited. Except as set forth above, all other unvested equity previously granted to Ms. Mason during her employment with the Company was cancelled and forfeited. The Agreement also includes a general release of claims and lock-up agreement for 12 months and re-affirms certain confidentiality, non-competition, non-solicitation, non-disparagement, and cooperation covenants under Ms. Mason’s employment agreement with the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Separation Agreement and General Release by and between Driven Brands Shared Services LLC and Tiffany Mason, dated as of June 5, 2023. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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: June 8, 2023 | By: | /s/ Scott O’Melia | ||||
| Name: | Scott O’Melia | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||