Krispy Kreme (NASDAQ: DNUT) shareholders approve board, pay and 2021 incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Krispy Kreme, Inc. reported the results of its virtual annual stockholders’ meeting held on June 10, 2026. Stockholders elected eight directors for one-year terms, with each nominee receiving over 102 million votes in favor and substantial broker non-votes recorded on each director proposal.
Stockholders approved an advisory resolution on executive compensation, with 106,613,820 votes for and 1,323,673 against. They also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for fiscal 2026, with 126,062,729 votes for and no broker non-votes.
In addition, stockholders approved the amendment and restatement of the 2021 Omnibus Incentive Plan, receiving 85,938,583 votes for and 21,269,870 against. A stockholder proposal to replace supermajority voting with simple majority voting was not voted on because the proponent or a qualified representative did not attend and present it; the company states it would not have been approved even if presented.
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 for highest-supported director: 107,604,679 votes
Executive compensation support: 106,613,820 votes for
Auditor ratification support: 126,062,729 votes for
+3 more
6 metrics
Votes for highest-supported director
107,604,679 votes
Patrick Grismer director election at 2026 annual meeting
Executive compensation support
106,613,820 votes for
Advisory say-on-pay resolution at 2026 annual meeting
Auditor ratification support
126,062,729 votes for
Grant Thornton LLP ratified as 2026 independent auditor
Incentive plan amendment approval
85,938,583 votes for
Amendment and restatement of 2021 Omnibus Incentive Plan
Incentive plan opposition
21,269,870 votes against
Votes opposing amended 2021 Omnibus Incentive Plan
Broker non-votes on director items
19,230,549 broker non-votes
Recorded on each director election proposal
Key Terms
broker non-votes, advisory resolution, independent registered public accounting firm, 2021 Omnibus Incentive Plan, +1 more
5 terms
broker non-votes financial
"NOMINEE | FOR | 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.
advisory resolution financial
"The Company’s stockholders approved an advisory resolution regarding the Company’s executive compensation."
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
independent registered public accounting firm financial
"ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 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.
2021 Omnibus Incentive Plan financial
"Approval of Amendment and Restatement of the Company’s 2021 Omnibus Incentive Plan"
supermajority voting requirements financial
"to replace supermajority voting requirements with simple majority voting requirements"
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)
_________________________
(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)
(800 ) 457-4779
(Registrant’s telephone number, including area code)
N/A
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
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 June 10, 2026, Krispy Kreme, Inc. (the “Company”) held its virtual annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting and the votes cast with respect to each matter are set forth below.
Proposal 1: Election of Directors
The Company’s stockholders elected eight directors to hold office for a one-year term and until his or her successor shall have been elected and qualified.
| NOMINEE | FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| Patricia Capel | 104,046,234 | 3,894,509 | 74,014 | 19,230,549 | ||||||||||
| Joshua Charlesworth | 107,399,529 | 545,963 | 69,265 | 19,230,549 | ||||||||||
| David Deno | 107,559,386 | 387,512 | 67,859 | 19,230,549 | ||||||||||
| Patrick Grismer | 107,604,679 | 338,819 | 71,259 | 19,230,549 | ||||||||||
| Bernardo Hees | 104,410,673 | 3,526,106 | 77,978 | 19,230,549 | ||||||||||
| David Shear | 107,599,348 | 343,702 | 71,707 | 19,230,549 | ||||||||||
| Easwaran Sundaram | 102,192,092 | 5,021,273 | 801,392 | 19,230,549 | ||||||||||
| Melissa Werneck | 107,171,754 | 775,353 | 67,650 | 19,230,549 | ||||||||||
Proposal 2: Advisory Resolution to Approve Executive Compensation
The Company’s stockholders approved an advisory resolution regarding the Company’s executive compensation.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 106,613,820 | 1,323,673 | 77,264 | 19,230,549 | ||||||||
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 126,062,729 | 865,527 | 317,050 | 0 | ||||||||
Proposal 4: Approval of Amendment and Restatement of the Company’s 2021 Omnibus Incentive Plan
The Company’s stockholders approved the Amendment and Restatement of the Krispy Kreme, Inc. 2021 Omnibus Incentive Plan.
| FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||
| 85,938,583 | 21,269,870 | 806,304 | 19,230,549 | ||||||||
The stockholder proposal to amend the Company’s governing documents to replace supermajority voting requirements with simple majority voting requirements was not voted on because it was not properly presented as the proponent failed to attend, or cause a qualified representative to attend, the Annual Meeting and present the proposal. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Company’s stockholders.
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.
KRISPY KREME, INC.
Dated: June 12, 2026
By: /s/ Atiba Adams
| Name: | Atiba Adams | ||||
| Title: | Chief Legal Officer and Corporate Secretary | ||||
FAQ
What did Krispy Kreme (DNUT) stockholders approve at the 2026 annual meeting?
Krispy Kreme stockholders elected eight directors, approved executive compensation, ratified Grant Thornton LLP as independent auditor, and approved an amendment and restatement of the 2021 Omnibus Incentive Plan. Each management proposal received strong majority support in the recorded vote totals.
How did Krispy Kreme (DNUT) stockholders vote on executive compensation in 2026?
Stockholders approved Krispy Kreme’s advisory executive compensation resolution with 106,613,820 votes for, 1,323,673 against, and 77,264 abstentions, plus 19,230,549 broker non-votes. This advisory vote indicates majority support for the company’s named executive officer pay program for the referenced period.
Which auditor did Krispy Kreme (DNUT) stockholders ratify for fiscal year 2026?
Stockholders ratified Grant Thornton LLP as Krispy Kreme’s independent registered public accounting firm for fiscal 2026. The vote was 126,062,729 for, 865,527 against, and 317,050 abstentions, with no broker non-votes, confirming broad stockholder support for retaining this audit firm.
What happened with Krispy Kreme’s (DNUT) 2021 Omnibus Incentive Plan at the 2026 meeting?
Stockholders approved the amendment and restatement of the Krispy Kreme, Inc. 2021 Omnibus Incentive Plan. The vote totaled 85,938,583 for, 21,269,870 against, 806,304 abstentions, and 19,230,549 broker non-votes, allowing the updated incentive plan terms to take effect as described.
Why was the Krispy Kreme (DNUT) stockholder proposal on supermajority voting not voted on?
The stockholder proposal to replace supermajority voting with simple majority voting was not voted on because the proponent failed to attend, or send a qualified representative to attend, and present it. The company notes the proposal would not have been approved even if properly presented.
How many directors were elected at Krispy Kreme’s (DNUT) 2026 annual meeting and who are they?
Eight directors were elected for one-year terms: Patricia Capel, Joshua Charlesworth, David Deno, Patrick Grismer, Bernardo Hees, David Shear, Easwaran Sundaram, and Melissa Werneck. Each nominee received over 102 million votes in favor, along with recorded broker non-votes.