Krispy Kreme Inc

This advisory (non-binding) proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy. Management seeks this approval to demonstrate shareholder support for its pay-for-performance program and to validate the Compensation, Nomination, and Governance Committee’s design choices, which include a mix of base salary, an annual incentive plan tied to Net Sales growth, Adjusted EBIT growth and Leverage, and a long-term incentive program composed of performance-based and time-based RSUs. The company emphasizes stock ownership requirements, clawback policy, and double-trigger change-in-control protections to align executives with long-term stockholder interests and mitigate excessive risk-taking. The Board notes strong prior shareholder support (99.4% in 2025) and will consider the advisory vote’s outcome in future compensation decisions. A ‘‘For’’ vote communicates endorsement of the committee’s approach to retention and incentivizing turnaround execution during the Company’s deleveraging and growth initiatives. Although advisory, a negative vote would signal significant investor dissatisfaction that could trigger committee reconsideration of plan design, performance metrics, or pay levels. Given the Company’s recent governance changes and retention awards tied to the turnaround, management frames the vote as an affirmation of strategy execution and executive alignment with stockholders.

This management proposal requests shareholder approval to amend and restate the Company’s 2021 Omnibus Incentive Plan to increase the share reserve by 5,000,000 shares (from 15,817,443 to 20,817,443), add limited additional administrative discretion (including the ability to extend option/SAR expiration in narrow circumstances), and make conforming/ministerial changes. Management argues the increase is necessary to continue to grant equity-based incentives critical for attracting, retaining and motivating employees and non-employee directors and estimates the additional shares will support grants for roughly three to four years at current run rates. The filing presents dilution, run-rate, and share-recycling mechanics and discloses guardrails such as an annual director grant cap and an ISO sublimit; it also provides an explanation of planned usage (estimated awards for executives, non-executive directors and employees). The Board and its Compensation, Nomination, and Governance Committee (with input from an independent consultant) recommend approval on grounds that the Omnibus Plan supports long-term alignment with stockholders, retention during a turnaround, and competitive compensation practice. A ‘‘For’’ vote preserves the Company’s ability to deliver equity incentives tied to performance metrics and retention, while a ‘‘Against’’ vote could constrain the Company’s ability to offer equity-based pay and prompt consideration of alternative cash-based compensation or more frequent requests for share increases. The proposal details adjustments and anti-dilution provisions and emphasizes the Administrator’s discretionary authority to structure awards and sub-plans for foreign jurisdictions.

This shareholder proposal, submitted by The Accountability Board, Inc., asks the Board to amend the Company’s governing documents so that any voting requirement that currently exceeds a simple majority be lowered to a majority-of-votes-cast standard where permitted by law. The proponent argues that Krispy Kreme’s two-thirds supermajority thresholds to amend certain charter and bylaw provisions entrench stakeholders and can enable a large shareholder block to veto changes supported by most other investors; it cites institutional investor voting policies and examples of similar proposals securing broad support at other corporations. Management and the Board oppose the proposal, arguing the existing supermajority provisions are narrow in scope and limited to significant governance matters (e.g., stockholder action by written consent, calling special meetings, board composition, advance notice, and amendments to those articles) and that they serve to protect minority stockholders from opportunistic actions by large holders. The Board provides a quantitative example showing that under current supermajority rules, materially more shares unaffiliated with the largest stockholder must agree to an amendment than under a simple majority standard, presenting the supermajority as a protective mechanism. The Board also highlights that a majority of director nominees are independent from the largest stockholder and asserts alignment of large stockholders’ interests with other stockholders. For investors, the core trade-off is between minority-protective entrenchment safeguards and governance flexibility; adopting the proposal would make certain corporate changes easier to enact by a committed majority, while rejecting it preserves higher thresholds for select governance changes deemed foundational by the Board. Given the concentrated ownership (JAB ~43%) the proposal is pitched as a means to ensure broader shareholder voice, whereas management frames the supermajority provisions as reasonable protections for all stockholders.