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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 9, 2024

 

 

DRIVEN BRANDS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39898   47-3595252
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

440 South Church Street, Suite 700

Charlotte, North Carolina 28202

(Address of principal executive offices) (Zip Code)

(704) 377-8855

(Registrant’s Telephone Number, Including Area Code)

 

 

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 each exchange
on which registered

Common Stock, $0.01 par value   DRVN   The Nasdaq Global Select Market

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