0001866581false00018665812022-11-282022-11-28
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): November 28, 2022
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
Delaware | 001-40798 | 87-1041305 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
110 SW 4th Street | | |
Grants Pass, | Oregon | | 97526 |
(Address of principal executive offices) | | (Zip Code) |
(541) 955-4700
(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 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 28, 2022 (the “Effective Date”), Dutch Bros Inc., a Delaware corporation (the “Company”), announced that Christine Barone (age: 49) will be appointed to serve as President of the Company, reporting to Joth Ricci, who will continue to serve as Chief Executive Officer. Ms. Barone’s anticipated start date as President is February 6, 2023.
Ms. Barone has served as Chief Executive Officer at True Food Kitchen, a high growth restaurant and lifestyle brand, since August 2016. Prior to that, she served in various leadership roles at Starbucks Corporation.
The Company entered into a letter agreement with Ms. Barone (the “Agreement”) providing for Ms. Barone’s employment as President. Ms. Barone will receive a base salary of $625,000, a signing bonus of $900,000, and is eligible to receive an annual cash bonus of 100% of her base salary, which will be prorated in 2023. Ms. Barone will receive a cell phone and internet stipend and a monthly housing allowance of $2,000. Ms. Barone is eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs, including certain post-employment cash severance payments and other benefits pursuant to her Participation Agreement under the Company’s Amended and Restated Severance and Change in Control Plan (the “Participation Agreement”). The foregoing description of the Agreement and the Participation Agreement is not complete, and is qualified in its entirety by reference to the Agreement and the Participation Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
There are no arrangements or understandings between Ms. Barone and any other persons pursuant to which she was selected as President, and there is no family relationship between Ms. Barone and any of the Company’s directors or other executive officers. Additionally, there are no transactions involving the Company and Ms. Barone that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with the aforementioned appointment, the Company will enter into its standard indemnification agreement with Ms. Barone, which form indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-258988) filed with the SEC on September 13, 2021, which requires the Company, under the circumstances and to the extent provided for therein, to indemnify the indemnitee to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by the indemnitee as a result of the indemnitee being made a party to certain actions, suits, investigations and other proceedings.
Item 7.01 Regulation FD Disclosure.
On November 28, 2022, the Company issued a press release announcing the selection of Ms. Barone as President of the Company. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| | | | | | | | |
Exhibit No. | | Description |
| | Offer Letter, dated as of November 7, 2022, by and between Dutch Bros Inc. and Christine Barone |
| | Participation Agreement, dated as of November 9, 2022, by and between Dutch Bros Inc. and Christine Barone |
| | Press release dated November 28, 2022 |
104 | | Cover Page Interactive Data File (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.
| | | | | | | | | | | |
| | | DUTCH BROS INC. |
| | | (Registrant) |
| | | |
Date: | November 28, 2022 | By: | /s/ Charles L. Jemley |
| | | Charles L. Jemley |
| | | Chief Financial Officer |
Industry Veteran Christine Barone Named President at Dutch Bros Inc.
GRANTS PASS, OREGON - November 28, 2022 - Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”) one of the fastest-growing brands in the food service and restaurant industry in the United States by location count, today announced that it will name Christine Barone as President. Ms. Barone will begin in Q1 2023 and report to Joth Ricci, who will remain in his leadership role as CEO.
Ms. Barone has worked in the food service and beverage industries for more than a decade and most recently served as Chief Executive Officer at True Food Kitchen, a high growth restaurant and lifestyle brand, since August 2016. Prior to that, she served in various leadership roles at Starbucks. Earlier in her career, she held positions with Bain & Company and Raymond James. She holds a BA in Applied Mathematics and an MBA from Harvard University.
As President of Dutch Bros, Ms. Barone will spearhead company operations as the brand continues to scale towards its goal of 4,000 shops in the next 10 to 15 years. Her hands-on leadership, deep knowledge of the coffee and service industries, and digital marketing expertise will be crucial in Dutch Bros’ next phase of growth.
“We’re pleased to welcome Christine to our team. She’s a well-respected industry leader known for her incredible strategic and operational skills,” Ricci said. “As we look to the next phase of our brand story, we’re committed to bringing in best-in-class leadership to help us scale and grow.”
Ms. Barone said, “I’m inspired by the vision of the co-founder and the executive leadership and excited by Dutch Bros’ future. I’m looking forward to helping the brand navigate its next phase of growth and continue making a meaningful difference in the lives of customers and employees. As a team, we will continue to build on Dutch Bros’ unique culture and celebrate the people and actions that make this company great.”
About Dutch Bros Inc.
Dutch Bros Inc. (NYSE: BROS) is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. While espresso-based beverages are still at the core of what we do, Dutch Bros now offers a wide variety of unique, customizable cold and hot beverages that delight a broad array of customers. We believe Dutch Bros is more than just the products we serve—we are dedicated to making a massive difference in the lives of our employees, customers and communities. This combination of hand-crafted and high-quality beverages, our unique drive-thru experience and our community-driven, people-first culture has allowed us to successfully open new shops and continue to share the “Dutch Luv” at 641 locations across 14 states as of September 30, 2022.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros Coffee on Instagram, Facebook, Twitter, and TikTok, and download the Dutch Bros app to earn points and score rewards!
Dutch Bros, our Windmill logo (), and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names and service marks appearing in this Press Release are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Press Release may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
Dutch Bros Inc. | Exhibit 99.1 | 1
| | |
For Investor Relations inquiries: |
Raphael Gross |
ICR |
(203) 682-8253 |
investors@dutchbros.com |
|
For Media Relations inquiries: |
Jessica Liddell |
ICR |
(203) 682-8208 |
jessica.liddell@icrinc.com |
Dutch Bros Inc. | Exhibit 99.1 | 2