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Black Rock Coffee Bar (NASDAQ: BRCB) reports 2026 director and auditor vote outcomes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. reported the results of its Annual Meeting of Shareholders held on May 27, 2026. Shareholders voted on the election of two Class I directors and the ratification of the independent auditor.

Jeff Hernandez received 174,313,447 votes for and 7,442,148 votes withheld, while Kristina Cashman received 179,797,872 votes for and 1,957,723 votes withheld, with 1,366,879 broker non-votes for each. Deloitte & Touche LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 183,116,567 votes for, 2,247 against, and 3,660 abstentions.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Class A shares outstanding 18,017,471 shares Outstanding and entitled to vote as of April 1, 2026
Class B shares outstanding 10,377,136 shares Outstanding and entitled to vote as of April 1, 2026
Class C shares outstanding 21,661,200 shares Outstanding and entitled to vote as of April 1, 2026
Votes represented at meeting 183,122,474 votes Aggregate votes represented in person or by proxy
Votes for Jeff Hernandez 174,313,447 votes Election as Class I director
Votes for Kristina Cashman 179,797,872 votes Election as Class I director
Votes for auditor ratification 183,116,567 votes Ratification of Deloitte & Touche LLP for 2026
Annual Meeting of Shareholders financial
"held its Annual Meeting of Shareholders (the “Annual Meeting”)."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"Broker Non-Votes Jeff Hernandez | 174,313,447 | 7,442,148 | 1,366,879"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Class A common stock financial
"18,017,471 shares of the Company’s Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0002068577false00020685772026-05-272026-05-27

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 27, 2026
Black Rock Coffee Bar, Inc.
(Exact name of registrant as specified in its charter)
Texas001-4284433-5053729
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification Number)
9170 E. Bahia Drive, Suite 101
Scottsdale, AZ 85260
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (458) 256-9668
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock, $0.00001 par value per shareBRCBThe Nasdaq Global 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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 27, 2026, Black Rock Coffee Bar, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). A total of (i) 18,017,471 shares of the Company’s Class A common stock, (ii) 10,377,136 shares of the Company’s Class B common stock, and (iii) 21,661,200 shares of the Company’s Class C common stock (collectively, the “Common Stock”) were outstanding and entitled to vote at the Annual Meeting as of the April 1, 2026 record date. At the Annual Meeting, the holders of shares of Common Stock, representing 183,122,474 votes in aggregate, were represented in person or by proxy. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 16, 2026.
Item 1: The election of Jeff Hernandez and Kristina Cashman as Class I directors to serve until the Company’s 2029 Annual Meeting of Shareholders, and until their respective successors shall have been duly elected and qualified.
NomineeVotes FORVotes WITHHELDBroker Non-Votes
Jeff Hernandez174,313,4477,442,1481,366,879
Kristina Cashman179,797,8721,957,7231,366,879
Item 2: The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
183,116,5672,2473,660—
Based on the foregoing votes, Jeff Hernandez and Kristina Cashman were each elected as a Class I director to serve until the Company’s 2029 Annual Meeting of Shareholders, and until their respective successors shall have been duly elected and qualified and the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BLACK ROCK COFFEE BAR, INC.
Date: June 1, 2026
By:/s/ Samuel J. Seiberling
Samuel J. Seiberling
Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Black Rock Coffee Bar (BRCB) vote on at the 2026 annual meeting?

Shareholders voted on electing two Class I directors and ratifying the auditor. They elected Jeff Hernandez and Kristina Cashman as directors and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were Black Rock Coffee Bar (BRCB) director nominees elected at the 2026 annual meeting?

Yes, both director nominees were elected. Jeff Hernandez received 174,313,447 votes for and 7,442,148 withheld, while Kristina Cashman received 179,797,872 votes for and 1,957,723 withheld, with 1,366,879 broker non-votes recorded for each nominee.

How did Black Rock Coffee Bar (BRCB) shareholders vote on the auditor ratification?

Shareholders strongly ratified Deloitte & Touche LLP as auditor. The proposal received 183,116,567 votes for, 2,247 votes against, and 3,660 abstentions, with no broker non-votes reported for this item covering the fiscal year ending December 31, 2026.

How many Black Rock Coffee Bar (BRCB) shares were entitled to vote at the 2026 meeting?

Three classes of common stock were entitled to vote. There were 18,017,471 Class A shares, 10,377,136 Class B shares, and 21,661,200 Class C shares outstanding and entitled to vote as of the April 1, 2026 record date.

What were the total votes represented at Black Rock Coffee Bar’s 2026 annual meeting?

Holders of the company’s common stock representing 183,122,474 votes in aggregate were present in person or by proxy. This reflects the combined voting power of Class A, Class B, and Class C common stock as of the April 1, 2026 record date.

Who signed the Black Rock Coffee Bar (BRCB) 8-K reporting the 2026 meeting results?

The report was signed on behalf of Black Rock Coffee Bar, Inc. by Samuel J. Seiberling. He signed in his capacity as Chief Legal Officer, confirming the company’s submission of the voting results under the Securities Exchange Act of 1934.

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