(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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
Class A Common Stock, par value $0.00001 per share
BROS
The 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. ☐
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.
