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 15, 2019
DUNKIN’ BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | DNKN | 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 Selection 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders of Dunkin’ Brands Group, Inc. (the “Company”) was held on May 15, 2019. A total of 78,357,212 shares were present or represented by proxy at the meeting, representing approximately 94.9% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:
Proposal one was the election of three nominees to serve as directors of the Company each for a term of three years. The result of the vote was as follows:
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| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Raul Alvarez | | 63,579,310 | | 5,328,006 | | 9,449,896 |
| Anthony DiNovi | | 63,465,307 | | 5,442,009 | | 9,449,896 |
| Nigel Travis | | 65,876,701 | | 3,030,615 | | 9,449,896 |
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.
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| 2. | ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY) |
Proposal two was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The result of the vote was as follows:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 68,016,493 | | 644,201 | | 246,622 | | 9,449,896 |
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.
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| 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 result of the vote was as follows:
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| For | | Against | | Abstain | |
| 77,794,308 | | 378,331 | | 184,573 | |
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.
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| | DUNKIN’ BRANDS GROUP, INC. |
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| By: | /s/ W. David Mann |
| | | W. David Mann |
| | | Chief Legal Officer & Corporate Secretary |
Date: May 16, 2019
