UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 5, 2024, Driven Brands Holdings Inc. (the “Company”) and Driven Equity LLC and RC IV Cayman ICW Holdings LLC (the “Principal Stockholders”) entered into an Amended and Restated Stockholders Agreement (the “Amended and Restated Stockholders Agreement”). Each Principal Stockholders is a related party of Roark Capital Management, LLC (“Roark”). Related parties to Roark beneficially own a majority of the Company’s issued and outstanding shares.
The Amended and Restated Stockholders Agreement amends and restates the Stockholders Agreement, dated as of January 15, 2021, by and between the Company and the Principal Stockholders (the “Original Stockholders Agreement”). The Amended and Restated Stockholders Agreement’s material changes are: (1) addition of fiduciary outs for certain provisions relating to Board and committee composition, including provisions relating to the Principal Stockholders’ nomination and appointment rights, which fiduciary outs allow the Company not to comply with such provision if the Board, after consultation with counsel, determines in good faith that such compliance would be inconsistent with the Board’s fiduciary duties; and (2) removal of the Principal Stockholders’ consent rights. The Company entered into the Amended and Restated Stockholders Agreement in light of recent legal developments in Delaware and to encourage the resolution of pending stockholder demand letters and litigation challenging the validity one of the Principal Stockholders’ consent-right provisions of the Original Stockholders Agreement.
The foregoing description of the Amended and Restated Stockholders Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Stockholders Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Amended and Restated Stockholders Agreement, dated as of June 5, 2024, by and among the Company and Principal Stockholders | |
| 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: June 7, 2024 | By: | /s/ Scott O’Melia | ||||
| Name: | Scott O’Melia | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||