[8-K] Dutch Bros Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Dutch Bros Inc. reported results from its 2026 annual stockholders’ meeting. Stockholders representing 458,457,364 votes, or approximately 95.2% of the voting power as of March 20, 2026, participated. All nine board nominees were elected to serve until the 2027 annual meeting.
Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, the compensation of the company’s named executive officers received majority support in a non-binding advisory “say-on-pay” vote.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Votes represented: 458,457,364 votes
Voting power represented: 95.2%
Shares represented: 141,558,850 shares
+4 more
7 metrics
Votes represented
458,457,364 votes
Voting power present at 2026 annual meeting
Voting power represented
95.2%
Of total voting power as of March 20, 2026
Shares represented
141,558,850 shares
All classes of common stock at 2026 annual meeting
Auditor ratification votes for
456,580,917 votes
KPMG LLP ratification for fiscal year ending December 31, 2026
Auditor ratification votes against
1,658,742 votes
KPMG LLP ratification proposal
Say-on-pay votes for
437,453,320 votes
Non-binding advisory approval of named executive officer compensation
Say-on-pay votes against
1,088,485 votes
Non-binding advisory compensation proposal
Key Terms
broker non-votes, independent registered public accounting firm, non-binding, advisory basis, annual stockholders’ meeting
4 terms
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes 437,453,320 | 1,088,485 | 163,351 | 19,752,208"
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
"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."
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.
non-binding, advisory basis financial
"The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis."
annual stockholders’ meeting financial
"On May 13, 2026, the Company held its 2026 annual stockholders’ meeting (the “Annual Meeting”)."
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, 2026
_______________________________________________________
(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 5.07 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.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Travis Boersma | 419,401,112 | 19,203,533 | 100,511 | 19,752,208 | ||||||||||||||||||||||
| Christine Barone | 437,150,194 | 1,476,440 | 78,522 | 19,752,208 | ||||||||||||||||||||||
| C. David Cone | 436,848,583 | 1,750,742 | 105,831 | 19,752,208 | ||||||||||||||||||||||
| Stephen Gillett | 403,698,912 | 34,886,195 | 120,049 | 19,752,208 | ||||||||||||||||||||||
| G.J. Hart | 436,732,675 | 1,866,441 | 106,040 | 19,752,208 | ||||||||||||||||||||||
| Kory Marchisotto | 413,057,353 | 25,512,748 | 135,055 | 19,752,208 | ||||||||||||||||||||||
| Scott Maw | 437,123,642 | 1,473,361 | 108,153 | 19,752,208 | ||||||||||||||||||||||
| Ann Miller | 401,472,810 | 37,116,565 | 115,781 | 19,752,208 | ||||||||||||||||||||||
| Todd Penegor | 402,388,829 | 36,210,748 | 105,579 | 19,752,208 | ||||||||||||||||||||||
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 For | Votes Against | Abstentions | ||||||||||||
| 456,580,917 | 1,658,742 | 217,705 | ||||||||||||
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 For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| 437,453,320 | 1,088,485 | 163,351 | 19,752,208 | ||||||||||||||||||||
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 15, 2026 | By: | /s/ Victoria Tullett | |||||||||||
| Victoria Tullett | ||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||
FAQ
How many votes were represented at Dutch Bros (BROS) 2026 annual stockholders’ meeting?
A total of 458,457,364 votes were represented at the meeting, corresponding to 141,558,850 shares of all classes of common stock. This equaled approximately 95.2% of the total voting power as of the March 20, 2026 record date.
Were all Dutch Bros (BROS) board nominees elected at the 2026 annual meeting?
Yes, all nine director nominees were elected by holders of Class A, B, C, and D common stock voting together. Each director will serve until the 2027 annual meeting and until a successor is duly elected and qualified, or earlier death, resignation, or removal.