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Driven Brands Holdings (Nasdaq: DRVN) details 2026 annual meeting votes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Driven Brands Holdings Inc. held its 2026 annual meeting of stockholders on July 28, 2026. Stockholders elected Damien Harmon, Chad Hume, and Karen Stroup as Class III directors, each to serve until the 2029 annual meeting and until a successor is elected and qualified.

Stockholders also approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers, with 127,319,236 votes for, 15,170,927 against, and 197,617 abstentions. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026, receiving 152,628,351 votes for, 2,789,749 against, and 506,129 abstentions.

Positive

  • None.

Negative

  • None.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Damien Harmon 128,978,739 Election as Class III director at July 28, 2026 annual meeting
Votes for Chad Hume 128,571,064 Election as Class III director at July 28, 2026 annual meeting
Votes for Karen Stroup 124,100,868 Election as Class III director at July 28, 2026 annual meeting
Say-on-pay votes for 2025 compensation 127,319,236 Advisory approval of named executive officer compensation for 2025
Votes for ratifying PwC as auditor 152,628,351 Ratification for fiscal year ending December 26, 2026
Class III directors regulatory
"to serve as Class III directors until the 2029 annual meeting of stockholders"
Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.
non-binding, advisory basis regulatory
"approved, on a non-binding, advisory basis, the executive compensation of the Company’s named"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
Independent Registered Public Accounting Firm regulatory
"appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal"
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.
Inline XBRL technical
"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o"
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Driven Brands (DRVN) stockholders approve at the 2026 annual meeting?

Stockholders elected three Class III directors, approved on a non-binding basis the 2025 executive compensation, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026.

Which directors were elected at Driven Brands (DRVN) 2026 annual meeting and for how long?

Stockholders elected Damien Harmon, Chad Hume, and Karen Stroup as Class III directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is elected and qualified.

How did Driven Brands (DRVN) stockholders vote on 2025 executive compensation?

The advisory vote on 2025 executive pay passed with 127,319,236 votes for, 15,170,927 against, and 197,617 abstentions. This reflects stockholder approval of the compensation of the company’s named executive officers on a non-binding basis.

What were the auditor ratification vote results for Driven Brands (DRVN)?

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm with 152,628,351 votes for, 2,789,749 against, and 506,129 abstentions for the fiscal year ending December 26, 2026.

When was Driven Brands (DRVN) 2026 annual stockholder meeting held?

The annual meeting of stockholders was held on July 28, 2026. At this meeting, stockholders voted on director elections, an advisory resolution on 2025 executive compensation, and ratification of the company’s independent registered public accounting firm.

Was the say-on-pay vote at Driven Brands (DRVN) binding on the company?

No. The vote approving 2025 executive compensation was expressly described as on a non-binding, advisory basis. It records stockholder views on pay practices but does not itself amend or require changes to compensation arrangements.
0001804745FALSE00018047452026-07-292026-07-29

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): July 29, 2026
Commission file number: 001-39898
_________________________________
Driven Brands Holdings Inc.
(Exact name of Registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation or organization)
139898
(Commission File Number)
47-3595252
(I.R.S. Employer Identification No.)
440 South Church Street, Suite 700
Charlotte, North Carolina
(Address of principal executive offices)
28202
(Zip Code)
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
_________________________________

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
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 July 28, 2026, 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 June 16, 2026.

Proposal 1. Election of Directors

The Company’s stockholders duly elected Damien Harmon, Chad Hume, and Karen Stroup, by a majority of the votes cast, to serve as Class III directors until the 2029 annual meeting of stockholders and until his or her successor is elected and qualified. The results of the voting were as follows:
DirectorVotes ForVotes Withheld
Damien Harmon128,978,73913,709,041
Chad Hume128,571,06414,116,716
Karen Stroup124,100,86818,586,912


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 2025. The results of the voting were as follows:
Votes ForVotes AgainstAbstentions
127,319,23615,170,927197,617

Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 26, 2026

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending December 26, 2026. The results of the voting were as follows:
Votes ForVotes AgainstAbstentions
152,628,3512,789,749506,129

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Description
104Cover 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: July 29, 2026By:/s/ Scott O’Melia
Name:Scott O’Melia
Title:Executive Vice President, Chief Legal Officer, and Secretary

Filing Exhibits & Attachments

3 documents