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): May 11, 2016
DUNKIN’ BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-35258 | 20-4145825 |
(Commission File Number) | (IRS Employer Identification Number) |
130 Royall Street
Canton, Massachusetts 02021
(Address of registrant’s principal executive office)
(781) 737-3000
(Registrant’s telephone number)
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:
| ¨ | 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2016 Annual Meeting of Stockholders of Dunkin’ Brands Group, Inc. (the “Company”) was held on May 11, 2016. A total of 85,440,523 shares were present or represented by proxy at the meeting, representing approximately 93.3% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:
| 1. | Election of Directors |
Proposal one was the election of three nominees to serve as directors of the Company each for a term of three years. The results of the vote were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||
| Raul Alvarez | 66,608,544 | 5,130,692 | 13,701,287 | ||||
| Anthony DiNovi | 70,715,787 | 1,023,449 | 13,701,287 | ||||
| Nigel Travis | 71,353,223 | 386,013 | 13,701,287 | ||||
Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the meeting.
| 2. | Advisory Vote on Executive Compensation |
Proposal two was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 63,669,414 | 7,926,708 | 143,114 | 13,701,287 | |||
Pursuant to the foregoing vote, the stockholders adopted a non-binding advisory resolution indicating their approval of the compensation paid to the Company’s named executive officers.
| 3. | Ratification of the Independent Registered Public Accountants |
Proposal three was the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 85,177,913 | 160,343 | 102,267 | 0 | |||
Pursuant to the foregoing vote, the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year was approved.
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.
| DUNKIN’ BRANDS GROUP, INC. | ||
| By: | /s/ Richard Emmett | |
| Richard Emmett | ||
| Chief Legal and Human Resources Officer and Corporate Secretary | ||
Date: May 13, 2016