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8-K

Driven Brands Holdings Inc. (DRVN)

8-K 2025-05-23 For: 2025-05-20
View Original
Added on April 11, 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 20, 2025

Commission file number: 001-39898

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Driven Brands Holdings Inc.

(Exact name of Registrant as specified in its charter)

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Delaware
(State or other jurisdiction of incorporation or organization)
139898
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(Commission File Number)
47-3595252
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(I.R.S. Employer Identification No.)
440 South Church Street, Suite 700
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Charlotte, North Carolina
(Address of principal executive offices)
28202
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(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
Common Stock, $0.01 par value
Trading Symbol
---
DRVN
Name of each exchange on which registered
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The Nasdaq Global Select Market

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