UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 1, 2022
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DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | |
| 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 | | 97526 |
| Grants Pass, | Oregon | |
(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:
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| 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2022, Dutch Bros Inc. (the Company) held its 2022 annual stockholders meeting (the Annual Meeting). At the Annual Meeting, a total of 153,338,156 shares of all classes of the Company’s common stock, together representing a total of 854,605,868 votes, or approximately 98.8% of the voting power of all classes of the Company’s common stock on April 7, 2022 and entitled to vote at the Annual Meeting, were present remotely or by proxy and voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2022:
Proposal One - Election of Directors. The following nominees were elected as directors, each to serve until the 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.
•Directors elected by the holders of the Company’s Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class:
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| Nominee | | Votes For | | % For | | Votes Against | | % Against | | Abstentions | | Broker Non-Votes |
| Travis Boersma | | 835,875,366 | | 97.8% | | 4,703,061 | | 0.6% | | 57,653 | | 14,006,302 |
| Shelley Broader | | 834,760,252 | | 97.7% | | 5,817,322 | | 0.7% | | 58,506 | | 14,006,302 |
| Thomas Davis | | 834,343,363 | | 97.6% | | 5,960,437 | | 0.7% | | 332,280 | | 14,006,302 |
| Kathryn George | | 834,356,596 | | 97.6% | | 5,945,927 | | 0.7% | | 333,557 | | 14,006,302 |
| Stephen Gillett | | 836,647,844 | | 97.9% | | 3,658,060 | | 0.4% | | 330,176 | | 14,006,302 |
| Jonathan Ricci | | 835,608,533 | | 97.8% | | 4,695,736 | | 0.5% | | 331,811 | | 14,006,302 |
•Directors elected by the holders of the Company’s Class C common stock, voting as a separate class:
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| Nominee | | Votes For | | % For | | Votes Against | | % Against | | Abstentions | | Broker Non-Votes |
| Charles Esserman | | 136,156,908 | | 100.0% | | — | | —% | | — | | — |
| Blythe Jack | | 136,156,908 | | 100.0% | | — | | —% | | — | | — |
Proposal Two - Ratification of the Selection of Independent Registered Public Accounting Firm. The selection of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022 was ratified. The voting results were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Votes For | | % For | | Votes Against | | % Against | | Abstentions |
| 853,976,651 | | 99.9% | | 500,893 | | 0.1% | | 164,838 |
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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| | | | DUTCH BROS INC. |
| | | | (Registrant) |
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| Date: | June 3, 2022 | | By: | /s/ Joshua Lute |
| | | | Joshua Lute |
| | | | Vice President, General Counsel and
Corporate Secretary |
