Dutch Bros Inc 8-K, filed Aug 25, 2022
Dutch Bros Inc. (BROS)
8-K
2022-08-25
For: 2022-08-22
View Original
Added on
April 10, 2026
About this 8-K
Dutch Bros Inc filed this 8-K on August 25, 2022, reporting on events of August 22, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): August 22, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
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(Address of principal executive offices) | (Zip Code) | ||||||||||
(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 | ||||||
Class A Common Stock, 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.
On August 22, 2022 (the “Effective Date”), the Board of Directors (the “Board”) of Dutch Bros Inc., a Delaware corporation (the “Company”), appointed Ann M. Miller to fill a vacancy on the Board and to serve on the Board as a director until the Company’s 2023 annual meeting of stockholders, and until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Ms. Miller has also been appointed as a member of the Audit and Risk Committee of the Board.
There are no arrangements or understandings between Ms. Miller and any other persons pursuant to which she was selected as a director. The Board has determined that Ms. Miller qualifies as an independent director under the independence requirements set forth under Section 303A.02 of the New York Stock Exchange listing rules. Additionally, there are no transactions involving the Company and Ms. Miller that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with her appointment to the Board and pursuant to the Company’s non-employee director compensation policy (“Director Compensation Policy”) as described in the Company’s 2022 Proxy Statement and Notice of Annual Stockholders’ Meeting filed with the SEC on April 21, 2022, Ms. Miller will receive an annual cash retainer for her service on the Board, an additional cash retainer for her service on any committee of the Board, and annual equity grants, each in the amounts set forth in the Director Compensation Policy.
In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Ms. Miller, which form indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-258988) filed with the SEC on September 13, 2021, which requires the Company, under the circumstances and to the extent provided for therein, to indemnify the indemnitee to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by the indemnitee as a result of the indemnitee being made a party to certain actions, suits, investigations and other proceedings.
Item 7.01 Regulation FD Disclosure.
On August 25, 2022, the Company issued a press release announcing the appointment of Ms. Miller to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |||||||
Offer Letter, dated as of August 12, 2022, by and between Dutch Bros Inc. and Ann M. Miller | ||||||||
Press release dated August 25, 2022 | ||||||||
| 104 | Cover Page Interactive Data File (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.
| DUTCH BROS INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | August 25, 2022 | By: | /s/ Charles L. Jemley | ||||||||
| Charles L. Jemley | |||||||||||
| Chief Financial Officer | |||||||||||
August 12, 2022 Via Email Only Ann M. Miller Email: ann.miller@nike.com Re: Service on Board of Directors of Dutch Bros Inc. Dear Ann: The Board of Directors (the “Board”) of Dutch Bros., Inc. (the “Company”) is pleased to offer you a position on the Board under the terms and conditions set forth herein. Please review these terms carefully. The Board expects to increase the number of Directors on the Board and appoint you as a Director to fill the vacancy created thereby and as a member of the Audit & Risk Committee of the Board (the “Audit Committee”), effective on or about August 22, 2022. As a Director, you will be expected to participate in regularly scheduled meetings of the Board and the Audit Committee as set forth on the attached anticipated board meeting calendar, as well as any special meetings of the Board or Audit Committee. You will devote your best efforts and apply your professional expertise to the interests and welfare of the Company and its stockholders and will be expected to comply with all of your legal obligations to the Company and its stockholders as a Director (e.g., fiduciary duties). In accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”), you will receive the following quarterly payments as cash compensation for your services as a Director and member of the Audit Committee: Role Quarterly Payment Director $16,250 Audit Committee Member $2,500 Total Quarterly Cash Compensation $18,750 Should you join any other standing committees of the Board or no longer serve on the Audit Committee, your cash compensation will be adjusted accordingly. The Company will also reimburse you for reasonable out-of-pocket expenses incurred in attending Board and committee meetings in accordance with the Director Compensation Policy. DocuSign Envelope ID: A758FD6A-9641-40B7-87AD-9B097D0BBA13
In addition, under the Director Compensation Policy, each non-employee director is entitled to receive an annual RSU grant of $100,000, that vests 25% on the last day of each fiscal quarter, beginning with the first fiscal quarter following the date of grant, provided that, in any event, such shares will be fully vested on the date of our next annual stockholder meeting. Each grant will be subject to the terms and conditions of the Director Compensation Policy, the Company’s 2021 Equity Incentive Plan (the “Plan”) and all related agreements. Your initial grant will be issued following the Company’s annual stockholder meeting in 2023, and will be prorated in accordance with the Director Compensation Policy. Director compensation will be regularly reviewed by the Board and adjusted from time to time as it deems appropriate. The Company will enter into an indemnification agreement with you in the Company’s standard form, which is enclosed with this letter. Such agreement requires the Company, under the circumstances and to the extent provided for therein, to indemnify you to the fullest extent permitted by applicable law against certain expenses and other amounts incurred as a result of you being made a party to certain actions, suits, investigations and other proceedings. You represent and warrant that your services as a Director of the Company will not conflict with, and will not be constrained by, any prior or current agreement or relationship between you and any third party, and you will notify the Company if any such conflict or constraint develops. You are not and will not be an employee of the Company and have no authority to obligate the Company by contract or otherwise. You will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to you for taxes. Any taxes will be solely your responsibility. This letter agreement, together with your indemnification agreement and any applicable Plan agreements, constitutes the entire agreement between you and the Company with respect to your service as a Director and supersedes any prior agreement, promise, or representation (whether written or oral) between you and the Company with regard to this subject matter. This letter agreement is entered into without reliance on any promise, representation, statement or agreement other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by the party or parties affected by such modification or amendment. All questions concerning the construction, validity and interpretation of this letter agreement will be governed by the law of the State of Oregon as applied to contracts made and to be performed entirely within Oregon. Please note that, in the interest of time, this letter agreement is being presented to you before the Board’s action to appoint you to the Board. As a result, the effectiveness of the terms of this letter agreement is expressly conditioned upon the Board appointing you to the Board, acting in their sole discretion. If the terms of this letter meet your approval, please sign below. Once you have signed this letter, we will be in touch regarding next steps in the onboarding process. DocuSign Envelope ID: A758FD6A-9641-40B7-87AD-9B097D0BBA13
On behalf of the full Board, we are excited about your joining our Board and look forward to working with you to help make the Company truly great and prosperous. If you have any questions, please do not hesitate to call me. Very truly yours, DUTCH BROS INC. ________________________________ Joth Ricci Chief Executive Officer and President Acknowledged and Agreed: _______________________________ Ann M. Miller Dated: ________________________ Encs. Board Calendar, Indemnification Agreement Copy: Joshua Lute, General Counsel and Corporate Secretary (email only) DocuSign Envelope ID: A758FD6A-9641-40B7-87AD-9B097D0BBA13 August 12, 2022
EXHIBIT 99.1
NIKE executive joins Dutch Bros Board of Directors
GRANTS PASS, Ore. — August 25, 2022 — Dutch Bros Inc. (NYSE: BROS; “Dutch Bros”) one of the fastest-growing brands in the food service and restaurant industry in the United States by location count, has announced the appointment of Ann Miller to its Board of Directors, where she will serve on the Audit and Risk Committee. Inclusive of her appointment, the Board of Directors now consists of nine members.
Miller currently serves as Executive Vice President and Chief Legal Officer of NIKE, Inc. (NYSE: NKE), a multinational athletic footwear, apparel, equipment and services corporation. She had previously served for more than 15 years in various other roles at NIKE, most recently as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer from November 2016 to February 2022. Miller is a practicing attorney and a member of the bar in New York, California, District of Columbia, and Oregon.
“Dutch Bros is committed to building a Board with best-in-class governance,” said Joth Ricci, President and CEO of Dutch Bros. “Ann’s extensive experience in advising public companies on business, securities, and corporate governance matters, as well as her commitment to culture, make her a valuable addition to our Board.”
“I’ve had the privilege of working closely with Oregon business leaders who understand the importance of meeting commitments to customers, communities and investors,” said Miller. “Dutch Bros is a company dedicated to making a massive difference one cup at a time while scaling growth and keeping its unique culture. I’m excited to share my knowledge in business and governance to help guide Dutch Bros at a key point in its journey.”
Miller received a J.D. summa cum laude from University of Arizona College of Law and a B.A. in History from Smith College.
Dutch Bros Inc.| Exhibit 99.1 | 1About Dutch Bros Inc.
Dutch Bros Inc. (NYSE: BROS) is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities. This combination of hand-crafted and high-quality beverages, our unique drive-thru experience and our community-driven, people-first culture has allowed us to successfully open new shops and continue to share the “Dutch Luv” at more than 600 locations in 14 states as of June 30, 2022.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, Twitter, and TikTok, and download the Dutch Bros app to earn points and score rewards!
For Media Relations Inquiries:
Jessica Liddell of ICR
203.682.8208
jessica.liddell@icrinc.com
Dutch Bros Inc.| Exhibit 99.1 | 2