Driven Brands Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$DRVN
Automotive Aftermarket
Consumer Discretionary
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): May 20, 2025
Commission file number: 001-39898
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(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | ||
| 139898 | ||
| (Commission File Number) | ||
| (I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices) | ||
| (Zip Code) | ||
(704 ) 377-8855
(Registrant’s Telephone Number, Including Area Code)
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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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | ||
| Trading Symbol | ||
| Name of each exchange on which registered | ||
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2025, 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 on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 10, 2025.
Proposal 1. Election of Directors
The Company’s stockholders duly elected Catherine Halligan, Rick Puckett, and Michael Thompson, by a majority of the votes cast, to serve as Class II directors until the 2028 annual meeting of stockholders or until his or her successor is elected and qualified. The results of the voting were as follows:
| Director | Votes For | Votes Withheld | ||||||
| Catherine Halligan | 131,953,405 | 19,032,219 | ||||||
| Rick Puckett | 143,652,660 | 7,332,964 | ||||||
| Michael Thompson | 143,191,835 | 7,793,789 | ||||||
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 2024. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 130,337,377 | 20,450,489 | 197,758 | ||||||
Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 27, 2025
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending December 27, 2025. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 155,344,897 | 15,117 | 314,474 | ||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 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 23, 2025 | By: | /s/ Scott O’Melia | |||||||||||||||
| Name: | Scott O’Melia | ||||||||||||||||
| Title: | Executive Vice President, Chief Legal Officer | ||||||||||||||||