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): June 9, 2021
DRIVEN BRANDS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) | 001-39898
(Commission
File Number) | 47-3595252
(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 5.07 Submission of Matters to a Vote of Security Holders.
On June 9, 2021, Driven Brands Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). 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 Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2021.
Proposal 1. Election of Directors
The Company’s stockholders duly elected Neal Aronson and Jonathan Fitzpatrick, by a plurality of the votes cast, to serve as Class I directors until the 2024 annual meeting of stockholders and until his successor is elected and qualified. The results of the voting were as follows:
| | Nominee | Votes For | Votes Withheld | Broker Non-Votes | |
| | Neal Aronson | 143,284,156 | 13,037,413 | 1,971,450 | |
| | Jonathan Fitzpatrick | 145,713,471 | 10,608,098 | 1,971,450 | |
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 (a “say-on-pay vote”) for 2020. The results of the voting were as follows:
| | Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| | 149,846,469 | 6,210,406 | 264,694 | 1,971,450 | |
Proposal 3. Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers
The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (a “say-on-frequency vote”) to take place every year. The results of the voting were as follows:
| | Votes for One Year | Votes for Two Years | Votes for Three Years | Abstentions | Broker Non-Votes | |
| | 156,269,637 | 2,129 | 7,544 | 42,259 | 1,971,450 | |
Proposal 4. Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 25, 2021
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent public accounting firm for the fiscal year ending December 25, 2021. The results of the voting were as follows:
| | Votes For | Votes Against | Abstentions | |
| | 158,148,427 | 56,682 | 87,910 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: June 14, 2021
| �� | DRIVEN BRANDS HOLDINGS INC. | |
| | | | |
| | | | |
| By: | /s/ Scott O’Melia | |
| | Name: | Scott O’Melia | |
| | Title: | Executive Vice President, General Counsel and Secretary | |
