Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2024, Driven Brands Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Plan (the “Plan”) to, among other things, (i) increase the number of shares of the Company’s common stock authorized for issuance thereunder by 10 million shares, and (ii) extend the duration of the Plan to May 9, 2034.
A summary of the Plan is contained under the heading “Approval of the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan”, in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 27, 2024 (the “Proxy Statement”).
The foregoing description of the amendment and restatement of the Plan is qualified in its entirety by reference to the full text of the Plan that is filed as Exhibit B to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 9, 2024. 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 Proxy Statement.
| Proposal 1. |
Election of Directors |
The Company’s stockholders duly elected Neal Aronson, Jonathan Fitzpatrick, and Jose Tomás, by a majority of the votes cast, to serve as Class I directors until the 2027 annual meeting of stockholders and until his or her successor is elected and qualified. The results of the voting were as follows:
|
|
|
|
|
| Director |
|
Votes For |
|
Votes Withheld |
| Neal Aronson |
|
138,538,918 |
|
4,910,299 |
| Jonathan Fitzpatrick |
|
139,562,896 |
|
3,886,321 |
| Jose Tomás |
|
126,065,771 |
|
17,383,446 |
| 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 2023. The results of the voting were as follows:
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
| 111,171,890 |
|
31,730,304 |
|
547,023 |