Dutch Bros Inc. (Form: 8-K, Received: 06/24/2024 16:08:22)

0001866581FALSE06/19/202400018665812024-06-192024-06-19

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2024

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(Exact name of registrant as specified in its charter)

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Delaware		001-40798	87-1041305
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
110 SW 4th Street			97526
Grants Pass,	Oregon
(Address of principal executive offices)			(Zip Code)

(Registrant’s telephone number, including area code)

(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.

Effective June 24, 2024, the Board of Directors (the “Board”) of Dutch Bros Inc., a Delaware corporation (the “Company”) appointed Todd Penegor to fill a vacancy on the Board and to serve as a member of the Board until the Company’s 2025 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal.

There are no arrangements or understandings between Mr. Penegor and any other persons pursuant to which he was selected as a director. The Board has determined that Mr. Penegor qualifies as an independent director under the independence requirements set forth under Section 303A.02 of the New York Stock Exchange listing rules. Additionally, there are no transactions involving the Company and Mr. Penegor that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, and pursuant to the Company’s non-employee director compensation policy (“Director Compensation Policy”) as described in the Company’s 2024 Proxy Statement and Notice of Annual Stockholders’ Meeting filed with the SEC on April 1, 2024, Mr. Penegor will receive an annual cash retainer for his service on the Board, an additional cash retainer for his service on any committee of the Board, and an initial equity grant and annual equity grants, each in the amounts set forth in the Director Compensation Policy.

In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Mr. Penegor, 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.

Item 7.01. Regulation FD Disclosure.

On June 24, 2024, the Company issued a press release announcing the appointment of Mr. Penegor to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.

The information included 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 it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits


Exhibit No.						Description
10.1						Offer Letter, dated as of June 18, 2024, by and between Dutch Bros Inc. and Todd Penegor
99.1						Press release dated June 24, 2024
104						Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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:

June 24, 2024

By:

/s/ Joshua Guenser

Joshua Guenser

Chief Financial Officer

June 18, 2024 Via Email Only Todd Penegor Re: Service on Board of Directors of Dutch Bros Inc. Dear Todd: The Board of Directors (the “Board”) of Dutch Bros Inc. (the “Company”) is pleased to offer you a position on the Board under the terms and conditions set forth herein. Please review these terms carefully. The Board expects to appoint you as a Director to fill a vacancy on the Board, effective on or about June 24, 2024. As a Director, you will be expected to participate in regularly scheduled meetings of the Board as set forth on the attached anticipated board meeting calendar, as well as any special meetings of the Board. You will devote your best efforts and apply your professional expertise to the interests and welfare of the Company and its stockholders and will be expected to comply with all of your legal obligations to the Company and its stockholders as a Director (e.g., fiduciary duties). In accordance with the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”), you will receive the following quarterly payments as cash compensation for your services as a Director: Role Quarterly Payment Director $17,500 Total Quarterly Cash Compensation $17,500 Should you join any standing committees of the Board, your cash compensation will be adjusted accordingly. The Company will also reimburse you for reasonable out-of-pocket expenses incurred in attending Board and committee meetings in accordance with the Director Compensation Policy. In addition, under the Director Compensation Policy, each non-employee director receives, on the date of each annual stockholder meeting, an award of restricted stock units with a value of $110,000 on the grant date. The award vests 25% on the last day of each fiscal quarter beginning with the first quarter following the grant date, provided that, in any event, the award is fully vested on the date of the next annual stockholder meeting. Each award is subject to the terms and conditions of the Director Compensation Policy, the Company’s 2021 Equity Incentive Plan (the “Plan”) and all related agreements. New directors appointed to the Board on a date other than the date of the annual stockholder meeting will also receive an initial prorated award in accordance with the Director Compensation Policy. Exhibit 10.1

Director compensation will be regularly reviewed by the Board and adjusted from time to time as it deems appropriate. The Company will enter into an indemnification agreement with you in the Company’s standard form, which is enclosed with this letter. Such agreement requires the Company, under the circumstances and to the extent provided for therein, to indemnify you to the fullest extent permitted by applicable law against certain expenses and other amounts incurred as a result of you being made a party to certain actions, suits, investigations and other proceedings. You represent and warrant that your services as a Director of the Company will not conflict with, and will not be constrained by, any prior or current agreement or relationship between you and any third party, and you will notify the Company if any such conflict or constraint develops. You are not and will not be an employee of the Company and have no authority to obligate the Company by contract or otherwise. You will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to you for taxes. Any taxes will be solely your responsibility. This letter agreement, together with your indemnification agreement and any applicable Plan agreements, constitutes the entire agreement between you and the Company with respect to your service as a Director and supersedes any prior agreement, promise, or representation (whether written or oral) between you and the Company with regard to this subject matter. This letter agreement is entered into without reliance on any promise, representation, statement or agreement other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by the party or parties affected by such modification or amendment. All questions concerning the construction, validity and interpretation of this letter agreement will be governed by the law of the State of Oregon as applied to contracts made and to be performed entirely within Oregon. Please note that, in the interest of time, this letter agreement is being presented to you before the Board’s action to appoint you to the Board. As a result, the effectiveness of the terms of this letter agreement is expressly conditioned upon the Board appointing you to the Board, acting in their sole discretion. If the terms of this letter meet your approval, please sign below. Once you have signed this letter, we will be in touch regarding next steps in the onboarding process. On behalf of the Company, we are excited about your joining our Board and look forward to working with you.

If you have any questions, please do not hesitate to call me. Very truly yours, DUTCH BROS INC. ________________________________ Christine Barone Chief Executive Officer and President Acknowledged and Agreed: _______________________________ Todd Penegor Dated: ________________________ Encs. Board Calendar, Indemnification Agreement Copy: Victoria Tullett, Chief Legal Officer and Corporate Secretary (email only) June 18, 2024 /s/ Christine Barone /s/ Todd Penegor

Former Wendy’s CEO Joins Dutch Bros Board of Directors

GRANTS PASS, Ore. — June 24, 2024 — Dutch Bros Inc. (NYSE: BROS; “Dutch Bros”), a west coast-based drive-thru beverage company focused on making a massive difference one cup at a time, has announced the appointment of Todd Penegor to its Board of Directors, where he will serve as an independent director. Penegor brings extensive executive leadership experience from his tenure as President and CEO of The Wendy’s Company (NASDAQ: WEN), along with previous roles at Kellanova (formerly Kellogg Company) (NYSE: K) and Ford Motor Company (NYSE: F).

“Todd is a values-based leader who drives performance and results through empowerment. His commitment to focusing on quality products and quality people is a common thread between his work and the work we’re doing at Dutch Bros,” said Christine Barone, CEO and president of Dutch Bros. “We look forward to leveraging his extensive experience as we continue to build a Board of Directors that understands the unique needs of a high growth company dedicated to scaling not only performance, but culture.”

Penegor has more than 20 years experience in executive leadership in the food products and consumer goods industries. He most recently served as President and Chief Executive Officer at The Wendy’s Company before retiring in February, 2024. He joined the company in 2013 as Senior Vice President and Chief Financial Officer. Prior to his tenure at The Wendy’s Company, Penegor held several key leadership positions at Kellanova (formerly Kellogg Company) and Ford Motor Company.

“Through my career, I’ve been fortunate to lead great brands working with strong leaders to unlock accelerated growth, keeping a focus on people and connecting to the communities we served,” said Penegor. “I am very excited to partner with Christine and her team to continue to accelerate the growth of a very special brand.”

Dutch Bros Inc.| Exhibit 99.1 | 1

In addition to Dutch Bros, Penegor serves on the board of directors of Ball Corporation (NYSE: BALL), Perrigo Company plc (NYSE: PRGO), and Michigan State University- Eli Broad College of Business. Penegor is the second additional independent director added to the Dutch Bros Board of Directors in recent weeks. G.J. Hart, President and Chief Executive Officer of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), was announced as Director and Chair of the Compensation Committee on June 4, 2024.

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 876 locations across 17 states as of March 31, 2024.

To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros on Instagram, Facebook, X, and TikTok, and download the Dutch Bros app to earn points and score rewards!

For Media Relations Inquiries:

Jessica Liddell of ICR

jessica.liddell@icrinc.com

Dutch Bros Inc.| Exhibit 99.1 | 2