Dutch Bros Inc. Files 8-K with Key Corporate Updates

Ticker: BROS · Form: 8-K · Filed: May 20, 2024 · CIK: 1866581

Sentiment: neutral

Topics: material-agreement, shareholder-vote, financial-statements

TL;DR

Dutch Bros filed an 8-K on May 14th covering material agreements and shareholder votes.

AI Summary

Dutch Bros Inc. filed an 8-K on May 20, 2024, reporting on events that occurred on May 14, 2024. The filing indicates an entry into a material definitive agreement, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. Specific details regarding the agreement, vote, or financial statements are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate actions by Dutch Bros Inc., potentially impacting investors and stakeholders through material agreements or shareholder votes.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and matters submitted to a vote, which could have significant implications for the company's future operations and financial performance.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Dutch Bros Inc. on May 14, 2024?

The provided excerpt does not specify the details of the material definitive agreement.

What matters were submitted to a vote of security holders by Dutch Bros Inc. on May 14, 2024?

The excerpt indicates that matters were submitted to a vote, but does not detail what those matters were.

What financial statements and exhibits are being filed by Dutch Bros Inc. as part of this 8-K?

The filing mentions the submission of financial statements and exhibits, but the specific contents are not detailed in this excerpt.

What is the principal executive office address for Dutch Bros Inc.?

The principal executive offices are located at 110 SW 4th Street, Grants Pass, Oregon 97526.

What is the fiscal year end for Dutch Bros Inc.?

The fiscal year end for Dutch Bros Inc. is December 31st.

Filing Stats: 1,723 words · 7 min read · ~6 pages · Grade level 12.4 · Accepted 2024-05-20 16:15:33

Key Financial Figures

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Dutch Mafia, LLC Fourth Amended and Restated Limited Liability Company Agreement In connection with its initial public offering, Dutch Bros Inc., a Delaware corporation (the "Company"), as managing member of Dutch Mafia, LLC, a Delaware limited liability company ("Dutch Mafia") and direct subsidiary of the Company, entered into the Dutch Mafia Third Amended and Restated Limited Liability Company Agreement, dated September 14, 2021 (the "Existing Agreement") with Dutch Mafia, certain entities over which the Company's Executive Chairman, Travis Boersma, maintains voting control (the "Co-Founder Entities") and certain affiliates of TSG Consumer Partners, L.P. (the "Sponsor"). Pursuant to the Existing Agreement and the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), at the option of the holder, a Dutch Mafia Class A common unit (a "Class A Common Unit"), each paired with a share of the Company's Class B common stock (the "Class B Common Stock") or Class C common stock (the "Class C Common Stock"), as applicable, may be redeemed or exchanged for a share of the Company's Class A common stock (the "Class A Common Stock") on a one-for-one basis. Upon such redemption or exchange of a Class A Common Unit, the corresponding share of Class B Common Stock or Class C Common Stock, as applicable, is cancelled by the Company. The Class A Common Units are non-voting units of Dutch Mafia and have economic rights. The Class B Common Stock and Class C Common Stock are non-economic shares of the Company and generally are entitled to ten votes per share and three votes per share, respectively, subject to certain limitations set forth in the Certificate of Incorporation. On May 16, 2024, the Company, as managing member of Dutch Mafia, amended and restated the Existing Agreement as set forth in the Dutch Mafia Fourth Amended and Restated Limited Liability Company Agreement (the "Fou

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 14, 2024, Dutch Bros Inc. (the Company) held its 2024 annual stockholders' meeting (the Annual Meeting). At the Annual Meeting, a total of 159,683,101 shares of all classes of the Company's common stock, together representing a total of 777,389,675 votes, or approximately 97.8% of the voting power of all classes of the Company's common stock on March 19, 2024 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 Securities and Exchange Commission on April 1, 2024: Proposal One - Election of Directors . The following nominees were elected as directors, each to serve until the 2025 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. Directors elected 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: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Travis Boersma 748,433,149 96.3% 9,617,124 1.2% 175,508 19,163,894 Christine Barone 750,639,458 96.6% 7,406,061 1.0% 180,262 19,163,894 C. David Cone 757,809,436 97.5% 222,627 —% 193,718 19,163,894 Thomas Davis 739,179,662 95.1% 18,854,307 2.4% 191,812 19,163,894 Kathryn George 749,755,343 96.4% 8,278,064 1.1% 192,374 19,163,894 Stephen Gillett 734,999,625 94.5% 23,035,390 3.0% 190,766 19,163,894 Ann M. Miller 733,307,354 94.3% 24,732,660 3.2% 185,767 19,163,894 Director elected by the holders of the Company's Class C common stock, voting as a separate class: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Sean Sullivan 89,605,635 100.0% — —% — — Proposal Two - Ratification of the Appoi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Fourth Amended and Restated Limited Liability Company Agreement of Dutch Mafia, LLC, dated May 16, 2024. 10.2 Share Surrender Agreement, by and among the Company, Dutch Mafia, LLC, DMI Holdco, LLC, DM Individual Aggregator, LLC and DM Trust Aggregator, LLC, dated May 16, 2024. 10.3 Limitation Agreement, by and among the Company, DMI Holdco, LLC, DM Individual Aggregator, LLC and DM Trust Aggregator, LLC, dated May 16, 2024. 104 Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

SIGNATURES

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 20, 2024 By: /s/ Victoria Tullett Victoria Tullett Chief Legal Officer and Corporate Secretary

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