8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2021

DUTCH BROS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40798	87-1041305
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification Number)
110 SW 4th Street
Grants Pass,	Oregon		97526
(Address of principal executive offices)			(Zip Code)

(541) 955-4700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Class A Common Stock, par value $0.00001 per share	BROS	The New York Stock Exchange

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 Exchange 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 December 11, 2021 (the “Effective Date”), the Board of Directors (the “Board”) of Dutch Bros Inc., a Delaware corporation (the “Company”), appointed Mr. Stephen Gillett to fill a vacancy on the Board and to serve on the Board as a director until the Company’s 2022 annual meeting of stockholders, and until his successors have been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Gillett has also been appointed as a member of the Audit and Risk Committee of the Board.

There are no arrangements or understandings between Mr. Gillett and any other persons pursuant to which he was selected as a director. The Board has determined that Mr. Gillett qualifies as an independent director under the independence requirements set forth under Section 303A.02 of the New York Stock Exchange listing rules. Additionally, there are no transactions involving the Company and Mr. Gillett that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment to the Board and pursuant to the Company’s non-employee director compensation policy (“Director Compensation Policy”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-258988) filed with the SEC on September 13, 2021 (the “Registration Statement”), Mr. Gillett will receive an annual cash retainer for his service on the Board, an additional cash retainer for his service on any committee of the Board, and annual equity grants, each in the amounts set forth in the Director Compensation Policy.

In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Mr. Gillett, which form indemnification agreement is filed as Exhibit 10.2 to the Registration Statement, which requires the Company, under the circumstances and to the extent provided for therein, to indemnify the indemnitee to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by the indemnitee as a result of the indemnitee being made a party to certain actions, suits, investigations and other proceedings.

Item 7.01    Regulation FD Disclosure.

On December 15, 2021, the Company issued a press release announcing the appointment of Mr. Gillett to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Offer Letter, dated as of November 5, 2021, by and between Dutch Bros Inc. and Stephen Gillett
99.1	Press release dated December 15, 2021
104	Cover Page Interactive Data File (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.

			DUTCH BROS INC.
			(Registrant)
Date:	December 15, 2021	By:	/s/ Charles L. Jemley
			Charles L. Jemley
			Chief Financial Officer

EX-10.1

DocuSign Envelope ID: DEE87372-BB93-4BB1-82D4-1225C5F89AAD EXHIBIT 10.1

DocuSign Envelope ID: DEE87372-BB93-4BB1-82D4-1225C5F89AAD

DocuSign Envelope ID: DEE87372-BB93-4BB1-82D4-1225C5F89AAD

EX-99.1

EXHIBIT 99.1

Celebrated tech leader joins Dutch Bros Coffee’s Board of Directors

GRANTS PASS, Oregon — December 15, 2021 — Dutch Bros Inc. (“Dutch Bros Coffee”), a west coast-based drive-thru beverage company focused on making a massive difference one cup at a time, has announced the appointment of Stephen Gillett to its Board of Directors and the Audit and Risk Committee of the Board. Gillett brings significant C-suite leadership experience at multiple industry leading brands, including Verily, Symantec and Best Buy. In addition to his executive roles, Mr. Gillett has public company board experience across technology and retail including Chipotle and Symantec and Discord. He also serves on the board of the University of Oregon, Phil and Penny Knight Campus for Accelerating Scientific Impact.

“Technology is at the forefront of our industry and key to our growth,” said Joth Ricci, president and CEO of Dutch Bros Coffee. “Stephen’s experience as a senior executive, his extensive and groundbreaking work in cybersecurity and the tech sector, and his dedication to connecting with communities will be invaluable to Dutch Bros.”

Gillett is Chief Operating Officer at Verily, an Alphabet company founded at the convergence of healthcare, data science and technology. Previously, he was co-founder and CEO of Chronicle, an Alphabet cybersecurity company that is now part of Google Cloud. He also served as EVP, COO and board member at Symantec, EVP and president of Best Buy Digital and Business Operations, and was part of the founding Starbucks transformation leadership team as chief information officer and general manager of Digital Ventures.

“I’ve had the privilege to see up close how the interaction between modern technology, digital capabilities and business operations can grow and enhance an organization to create differentiated experiences with

Dutch Bros Inc.| Exhibit 99.1 |1

their customers and partners,” said Gillett. “Dutch Bros is at a key point in its growth, where I hope to share these experiences and help the leadership team achieve their goals.”

Stephen holds a MBA from San Francisco State University and a Bachelors of Science from the University of Oregon.

Dutch Bros Inc.

Dutch Bros is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY hand-crafted beverages with unparallelled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. Dutch Bros is more than the products it serves, it is dedicated to making a massive difference in the lives of its employees, customers and communities. The combination of hand-crafted and high-quality beverages, unique drive-thru experience and community-driven, people-first culture has allowed Dutch Bros to successfully open new shops and continue to share the “Dutch Luv” at more than 500 locations in 11 states as of September 30, 2021.

For additional information about Dutch Bros Coffee, please visit www.dutchbros.com.

For Media Relations Inquiries:

Jessica Liddell of ICR

203.682.8208

jessica.liddell@icrinc.com

Dutch Bros Inc.| Exhibit 99.1 |2

XML

Cover	Nov. 24, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 11, 2021
Entity Registrant Name	DUTCH BROS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40798
Entity Tax Identification Number	87-1041305
Entity Address, Address Line One	110 SW 4th Street
Entity Address, Postal Zip Code	97526
Entity Address, City or Town	Grants Pass,
Entity Address, State or Province	OR
City Area Code	(541)
Local Phone Number	955-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	BROS
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001866581
Amendment Flag	false