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Dutch Bros (NYSE: BROS) corrects address and details 2026 vote outcomes

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8-K/A

Rhea-AI Filing Summary

Dutch Bros Inc. filed an amended current report to correct the address of its principal executive offices on the cover page of a previously filed report. The amendment does not change any prior disclosures, including the outcomes of the 2026 annual stockholders’ meeting.

At that meeting, holders representing 458,457,364 votes, or approximately 95.2% of the voting power as of March 20, 2026, were present or represented by proxy. Stockholders elected nine directors to serve until the 2027 annual meeting, ratified KPMG LLP as independent auditor for the year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the named executive officers.

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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.
Votes represented 458,457,364 votes Voting power present or by proxy at 2026 annual meeting
Voting participation 95.2% of voting power Voting power of all classes on March 20, 2026 record date
Shares represented 141,558,850 shares All classes of common stock present or by proxy at meeting
Auditor ratification votes for 456,580,917 votes For KPMG LLP as auditor for year ending December 31, 2026
Say-on-pay votes for 437,453,320 votes For approval of named executive officer compensation
Say-on-pay broker non-votes 19,752,208 votes Broker non-votes on advisory compensation proposal
Emerging growth company regulatory
"Emerging growth company"
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.
Independent registered public accounting firm financial
"independent registered public accounting firm for the Company’s 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.
Broker Non-Votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
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.
Non-binding, advisory basis financial
"Approval, on a Non-binding, Advisory Basis, of the Compensation of our Named Executive Officers"
Record date financial
"voting power of all classes of the Company’s common stock on March 20, 2026, the record date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
0001866581FALSEMay 13, 202600018665812026-05-132026-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K/A
_______________________________________________________
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, 2026
_______________________________________________________
DB Logo for ER-jpeg.jpg
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware001-4079887-1041305
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1930 W. Rio Salado Pkwy
85281
Tempe,
Arizona
(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 ClassTrading SymbolName of Exchange on which Registered
Class A Common Stock,
par value $0.00001 per share		BROSThe New York Stock Exchange




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. ☐

EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K (this “Amendment”) is being filed solely to correct the address of the registrant’s principal executive offices on the cover page of the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on May 15, 2026 (the “Original Filing”).

This Amendment does not reflect events occurring after the Original Filing or modify the disclosure in the Original Filing in any other way, including the results of the matters submitted to a vote of security holders reported in the Original Filing. No other amendments to the Original Filing are being made by this Amendment. This Amendment should be read in connection with the Original Filing.
Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 13, 2026, the Company held its 2026 annual stockholders’ meeting (the “Annual Meeting”). At the Annual Meeting, a total of 141,558,850 shares of all classes of the Company’s common stock, together representing a total of 458,457,364 votes, or approximately 95.2% of the voting power of all classes of the Company’s common stock on March 20, 2026, 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, 2026:
Proposal One - Election of Directors. The following nine 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 2027 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.
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Travis Boersma419,401,11219,203,533100,51119,752,208
Christine Barone437,150,1941,476,44078,52219,752,208
C. David Cone436,848,5831,750,742105,83119,752,208
Stephen Gillett403,698,91234,886,195120,04919,752,208
G.J. Hart436,732,6751,866,441106,04019,752,208
Kory Marchisotto413,057,35325,512,748135,05519,752,208
Scott Maw437,123,6421,473,361108,15319,752,208
Ann Miller401,472,81037,116,565115,78119,752,208
Todd Penegor402,388,82936,210,748105,57919,752,208



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, 2026 was ratified. The voting results were as follows:
Votes ForVotes AgainstAbstentions
456,580,9171,658,742217,705
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 ForVotes AgainstAbstentionsBroker Non-Votes
437,453,3201,088,485163,35119,752,208


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 18, 2026By:/s/ Victoria Tullett
Victoria Tullett
Chief Legal Officer and
Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What change did Dutch Bros (BROS) make in this amended 8-K?

Dutch Bros filed this amendment solely to correct the address of its principal executive offices on the cover page. No other disclosures or voting results from the prior report were changed or updated in this amendment.

How much voting power participated in Dutch Bros’ 2026 annual meeting?

Shares representing approximately 95.2% of the voting power were present or represented by proxy. That equals 458,457,364 votes tied to 141,558,850 shares entitled to vote as of the March 20, 2026 record date.

Which directors were elected at Dutch Bros’ 2026 annual meeting?

Stockholders elected nine directors: Travis Boersma, Christine Barone, C. David Cone, Stephen Gillett, G.J. Hart, Kory Marchisotto, Scott Maw, Ann Miller, and Todd Penegor. Each is set to serve until the 2027 annual meeting and until a successor is elected.

Did Dutch Bros stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 456,580,917 votes for, 1,658,742 votes against, and 217,705 abstentions recorded at the meeting.

How did Dutch Bros stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers. There were 437,453,320 votes for, 1,088,485 votes against, 163,351 abstentions, and 19,752,208 broker non-votes recorded on this say-on-pay proposal.

Did the Dutch Bros 8-K amendment change the previously reported vote results?

No. The amendment states that it does not modify the disclosure in the original report in any way, including the results of the matters submitted to a vote of security holders at the 2026 annual stockholders’ meeting.

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