Not independent
Tenure on this board
4.7 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of appointment of KPMG LLP as independent auditor; Advisory approval of named executive officer compensation.
Elect nine director nominees to serve until the 2027 annual meeting.
Ratify KPMG LLP as Dutch Bros’ independent registered public accounting firm for the year ending December 31, 2026.
This management proposal requests stockholder ratification of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026. Management and the Audit and Risk Committee are presenting the engagement for ratification as a matter of good corporate practice, noting that KPMG has served as the company’s auditors since 2020 and that the committee oversees auditor selection, fees, and independence. The proposal is routine (per NYSE rules) and therefore brokers may exercise discretion to vote on it for beneficial owners who do not provide instructions. If stockholders do not ratify the appointment, the Audit and Risk Committee would reconsider the engagement; even if ratified, the committee retains discretion to change auditors. The proxy discloses pre-approval policies for audit and non-audit services and itemizes 2025 audit and tax fees, indicating that the committee evaluated and considered KPMG’s independence and the compatibility of provided non-audit services. The Board recommends a vote FOR based on committee oversight, continuity with the incumbent auditor, and the firm’s ongoing relationship and expertise auditing the company’s financial statements.
Non-binding, advisory approval of the compensation of named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation as disclosed in the proxy, commonly called a 'Say-on-Pay' vote. The board and Compensation Committee argue that the compensation program — comprised of base salaries, performance-based annual cash bonuses tied to revenue and adjusted EBITDA, and long-term equity awards consisting of RSUs and PSUs with relative TSR performance conditions — aligns executives’ interests with long-term stockholder value and retention. The Compensation Committee engaged Semler Brossy as an independent adviser, used a peer group for benchmarking, and adjusted compensation elements based on competitive positioning and stockholder feedback (99.5% approval in 2025). The proposal is advisory and non-binding; the Board intends to consider the vote outcome in future decisions. The Board recommends a FOR vote, citing alignment with pay-for-performance goals, retention of key executives, and governance processes including clawback and compensation committee oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.3% | 7,512,310 | $381M |
| 2 | BlackRock, Inc. | 4.2% | 7,397,376 | $375M |
| 3 | FMR LLC | 3.6% | 6,369,641 | $323M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 5,690,101 | $288M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.1% | 5,472,473 | $277M |
| 6 | T. Rowe Price Investment Management, Inc. | 2.7% | 4,630,066 | $235M |
| 7 | BlackRock, Inc. | 2.2% | 3,832,859 | $194M |
| 8 | STATE STREET CORP | 2.2% | 3,779,507 | $191M |
| 9 | UBS Group AG | 2.2% | 3,774,739 | $191M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.9% | 3,233,829 | $164M |
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