UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2024, Driven Brands Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Plan (the “Plan”) to, among other things, (i) increase the number of shares of the Company’s common stock authorized for issuance thereunder by 10 million shares, and (ii) extend the duration of the Plan to May 9, 2034.
A summary of the Plan is contained under the heading “Approval of the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan”, in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 27, 2024 (the “Proxy Statement”).
The foregoing description of the amendment and restatement of the Plan is qualified in its entirety by reference to the full text of the Plan that is filed as Exhibit B to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 9, 2024. 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 Proxy Statement.
| Proposal 1. | Election of Directors |
The Company’s stockholders duly elected Neal Aronson, Jonathan Fitzpatrick, and Jose Tomás, by a majority of the votes cast, to serve as Class I directors until the 2027 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 | ||
| Neal Aronson |
138,538,918 | 4,910,299 | ||
| Jonathan Fitzpatrick |
139,562,896 | 3,886,321 | ||
| Jose Tomás |
126,065,771 | 17,383,446 |
| 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 2023. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 111,171,890 |
31,730,304 | 547,023 |
| Proposal 3. | Approval of Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Plan |
The Company’s stockholders approved the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Plan. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 130,903,245 |
12,037,951 | 508,021 |
| Proposal 4. | Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2024 |
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending December 28, 2024. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 148,945,053 |
33,915 | 89,728 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit B of the Company’s Proxy Statement on Schedule 14A filed on March 27, 2024) | |
| 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: May 14, 2024 | By: | /s/ Scott O’Melia | ||||
| Name: | Scott O’Melia | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Document and Entity Information |
May 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001804745 |
| Document Type | 8-K |
| Document Period End Date | May 09, 2024 |
| 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 |