BROS 8-K
Dutch Bros Inc. (BROS)
8-K
2025-05-16
For: 2025-05-13
View Original
Added on
April 10, 2026
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): May 13, 2025
_______________________________________________________
(Exact name of registrant as specified in its charter)
_______________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(877 ) 899-2767
(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:
| Title of Each Class | Trading Symbol | Name of Exchange on which Registered | ||||||
par value $0.00001 per share | ||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 13, 2025, the Board of Directors (the “Board”) of the Dutch Bros Inc. (the “Company”) designated Nicholas Daddario as the Company’s principal accounting officer.
Mr. Daddario, age 56, has served as Chief Accounting Officer of the Company and its subsidiaries since January 2025. Before joining the Company, Mr. Daddario served as Chief Accounting Officer of GoDaddy Inc. (NYSE:GDDY), a provider of internet domain registration and web hosting services, from October 2019 to December 2024. Prior to that, he served as Vice President, Controller for Harvest Health & Recreation, Inc. from March 2019 to October 2019, and served in various roles at Starwood Hotels & Resorts Worldwide, Inc. from April 1998 to March 2019, most recently as Vice President, Corporate Controller and Site Leader. Prior to that, Mr. Daddario worked as a manager in the assurance practice of Arthur Andersen LLP for approximately six years. Mr. Daddario holds a B.A. in Accounting and Finance from the University of Arizona.
In connection with his appointment as Chief Accounting Officer the Company entered into an offer letter with Mr. Daddario (the “Agreement”) effective January 27, 2025. Pursuant to the Agreement, Mr. Daddario will receive an annual base salary of $350,000, and is eligible to receive an annual cash bonus of 45% of his annual base salary. Mr. Daddario received a one-time award of restricted stock units under the Company’s 2021 Equity Incentive Plan (the “Equity Plan”) to acquire a number of shares of Class A common stock equal to $150,000, and he is also eligible for an annual award of restricted stock units under the Equity Plan to acquire a number of shares of Class A common stock equal to $300,000. Each award will vest and settle subject to the terms and conditions approved by the Board on the applicable grant date. He is also eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs. The foregoing description of the Agreement is not complete, and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between Mr. Daddario and any other persons pursuant to which he was selected as Chief Accounting Officer and there are no family relationships between Mr. Daddario and any of the Company’s directors or other executive officers. Additionally, there are no transactions involving the Company and Mr. Daddario that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Daddario’s appointment as Chief Accounting Officer, the Company entered into its standard director and officer indemnification agreement with Mr. Daddario, which form of indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (SEC) on September 13, 2021 (File No. 333-258988).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2025, the Company held its 2025 annual stockholders’ meeting (the “Annual Meeting”). At the Annual Meeting, a total of 128,058,177 shares of all classes of the Company’s common stock, together representing a total of 444,956,691 votes, or approximately 92.8% of the voting power of all classes of the Company’s common stock on March 18, 2025, the record date for the Annual Meeting, 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 SEC on March 31, 2025:
Proposal One - Election of Directors. The following ten nominees were elected as directors 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, each to serve until the 2026 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.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Travis Boersma | 404,897,463 | 19,343,967 | 81,754 | 20,633,507 | ||||||||||||||||||||||
| Christine Barone | 422,968,261 | 1,274,286 | 80,637 | 20,633,507 | ||||||||||||||||||||||
| C. David Cone | 423,451,805 | 777,886 | 93,493 | 20,633,507 | ||||||||||||||||||||||
| Thomas Davis | 421,943,366 | 2,283,015 | 96,803 | 20,633,507 | ||||||||||||||||||||||
| Kathryn George | 421,931,210 | 2,300,041 | 91,933 | 20,633,507 | ||||||||||||||||||||||
| Stephen Gillett | 399,998,267 | 24,229,523 | 95,394 | 20,633,507 | ||||||||||||||||||||||
| G.J. Hart | 419,893,835 | 4,333,572 | 95,777 | 20,633,507 | ||||||||||||||||||||||
| Kory Marchisotto | 421,642,742 | 2,585,470 | 94,972 | 20,633,507 | ||||||||||||||||||||||
| Ann Miller | 394,531,341 | 29,698,038 | 93,805 | 20,633,507 | ||||||||||||||||||||||
| Todd Penegor | 413,572,817 | 10,655,319 | 95,048 | 20,633,507 | ||||||||||||||||||||||
Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 was ratified. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 443,279,090 | 1,556,709 | 120,892 | ||||||||||||
Proposal Three - Approval, on a Non-binding, Advisory Basis, of the Compensation of our Named Executive Officers. The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 422,363,059 | 1,820,479 | 139,646 | 20,633,507 | ||||||||||||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
Offer Letter, dated as of December 26, 2024, by and between the Company and Nicholas Daddario. | ||||||||
| 104 | Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |||||||
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.
| DUTCH BROS INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | May 16, 2025 | By: | /s/ Victoria Tullett | |||||||||||
| Victoria Tullett | ||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||
December 26, 2024 Nick Daddario VIA EMAIL/DOCUSIGN Dear Nick: We are pleased to offer you the full-time position of Chief Accounting Officer at Dutch Bros Inc. and its direct and indirect subsidiaries (the “Company”) pursuant to the terms of this letter agreement (this “Agreement”). 1. Position; Duties. You will serve as Chief Accounting Officer, reporting to the Company’s Chief Financial Officer. Your work location will be the Company’s Headquarters office located in Scottsdale, Arizona. You will have such duties and responsibilities as may be reasonably assigned by the Company from time to time consistent with your position, including acting as the Company’s principal accounting officer. Appointment as the principal accounting officer will occur no sooner than the filing of the Company’s 2024 annual report on Form 10-K. You agree to devote your best efforts and full business time, skill and attention to the performance of your duties. You are also required to adhere to the general employment policies and practices of the Company that may be in effect from time to time, except that when the terms of this Agreement conflict with the Company’s general employment policies or practices, this Agreement will control. The Company may change your position, duties, work location, compensation, and benefits from time to time, in its discretion. Your employment is scheduled to begin on January 27, 2025 (the “Start Date”). 2. Compensation. a. Salary. Your annual base salary will initially be $350,000, less applicable deductions and withholdings, payable in accordance with the Company’s payroll practices, as may be in effect from time to time. b. Annual Bonus. You will be eligible to earn an annual bonus (“Annual Bonus”), which will initially be at a target of 45% of your annual base salary, less applicable deductions and withholdings, payable in accordance with the Company’s payroll practices, as may be in effect from time to time. Your Annual Bonus will be awarded based on metrics to be determined by the Company. You will first be eligible to earn an Annual Bonus in 2025. c. Annual Equity Award. You will be eligible to earn an annual award under the Company’s 2021 Equity Incentive Plan (the “Equity Plan”), initially with an approximate value of $300,000 (“LTIP Award”). Your initial LTIP Award will be granted on the first of our standard annual grant dates following the Start Date (for example, on or about (i) February 20, 2025 if the Start Date is on or before January 31, 2025, or (ii) May 20, 2025 if the Start Date is on or after February 1, 2025). The LTIP Award is awarded at the discretion of the Board, and will vest on the conditions and schedule set by the Board. Each LTIP Award is subject to Board approval and will be subject to the terms and conditions of the Equity Plan and all related agreements. Exhibit 10.1
d. One-Time Equity Award. You will be eligible to receive a one-time award of restricted stock units (“RSUs”) under the Equity Plan with an approximate value of $150,000 (the “One-Time Award”). The One-Time Award will be granted on the first of our standard annual grant dates following the Start Date (for example, on or about (i) February 20, 2025 if the Start Date is on or before January 31, 2025, or (ii) May 20, 2025 if the Start Date is on or after February 1, 2025). The One-Time Award is awarded at the discretion of the Board, and will vest on the conditions and schedule set by the Board. The One-Time Award is subject to Board approval and will be subject to the terms and conditions of the Equity Plan and all related agreements. e. Benefits. You will be eligible to participate in the Company’s standard benefit programs, subject to the terms and conditions of such plans. The Company may, from time to time, change these benefits in its discretion. 3. At Will Employment. Your employment with the Company will be “at-will.” This means that either you or Company may terminate your employment at any time, with or without Cause (as defined in the Equity Plan), and with or without advance notice. On your first day of employment, you will be provided with additional information about Company objectives, policies, and general employment conditions. 4. Contingencies. Your employment with the Company is contingent upon (i) satisfactory results of reference and background checks, as well as verification of your legal authorization to be employed in the United States, (ii) acceptance and execution of all Company policies and agreements, which you will receive during onboarding. 5. Arbitration. To ensure the timely and economical resolution of disputes that may arise between you and the Company, both you and the Company mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by applicable law, you will submit solely to final, binding and confidential arbitration any and all disputes, claims, or causes of action arising from or relating to: the negotiation, execution, interpretation, performance, breach or enforcement of this Agreement; or your employment with the Company (including but not limited to all statutory claims); or the termination of your employment with the Company (including but not limited to all statutory claims). BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH YOU AND THE COMPANY WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING. The Arbitrator will have the sole and exclusive authority to determine whether a dispute, claim or cause of action is subject to arbitration under this section and to determine any procedural questions which grow out of such disputes, claims or causes of action and bear on their final disposition. All claims, disputes, or causes of action under this section, whether by you or the Company, must be brought solely in an individual capacity, and will not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences in this paragraph are found to violate applicable law or
are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class will proceed in a court of law rather than by arbitration. Any arbitration proceeding under this Arbitration section will be presided over by a single arbitrator and conducted by JAMS, Inc. (“JAMS”) under the then applicable JAMS rules for the resolution of employment disputes (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You and the Company both have the right to be represented by legal counsel at any arbitration proceeding, at each party’s own expense. The Arbitrator will: (a) have the authority to compel adequate discovery for the resolution of the dispute; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that you or the Company would be entitled to seek in a court of law. The Company will pay all JAMS arbitration fees in excess of the amount of court fees that would be required of you if the dispute were decided in a court of law. This section will not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”). Nothing in this section is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and enforced accordingly. 6. Miscellaneous. This Agreement (including the agreements referenced herein) is the complete and exclusive statement of your agreement with the Company on the subject matters herein, and supersedes and replaces any and all prior agreements or representations with regard to the subject matter hereof, whether written or oral. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified, amended or extended except in a writing signed by you and a duly authorized representative of the Company. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provisions had never been contained herein. This Agreement and the terms of your employment with the Company will be governed in all aspects by the laws of the State of Arizona, without reference to its conflicts of laws principles. This offer will expire, and this Agreement will be of no force or effect, unless you indicate your acceptance by signing below and delivering a signed copy to the Company on or before December 31, 2024.
If you have any questions about this Agreement, please do not hesitate to reach out. Best regards, Joshua Guenser Chief Financial Officer ACCEPTED AND AGREED: Nick Daddario Date: _________________________December 26, 2024 /s/ Joshua Guenser /s/ Nicholas Daddario