drvn-20260729
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): July 29, 2026
Commission file number: 001-39898
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Driven Brands Holdings Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | ||
| (State or other jurisdiction of incorporation or organization) | ||
| 139898 | ||
| (Commission File Number) | ||
| 47-3595252 | ||
| (I.R.S. Employer Identification No.) | ||
440 South Church Street, Suite 700 | ||
Charlotte, North Carolina | ||
| (Address of principal executive offices) | ||
| 28202 | ||
| (Zip Code) | ||
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
_________________________________
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 | ||
| Common Stock, $0.01 par value | ||
| Trading Symbol | ||
| DRVN | ||
| Name of each exchange on which registered | ||
| The Nasdaq Global Select Market | ||
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 Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 28, 2026, Driven Brands Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 16, 2026.
Proposal 1. Election of Directors
The Company’s stockholders duly elected Damien Harmon, Chad Hume, and Karen Stroup, by a majority of the votes cast, to serve as Class III directors until the 2029 annual meeting of stockholders and until his or her successor is elected and qualified. The results of the voting were as follows:
| Director | Votes For | Votes Withheld | ||||||
| Damien Harmon | 128,978,739 | 13,709,041 | ||||||
| Chad Hume | 128,571,064 | 14,116,716 | ||||||
| Karen Stroup | 124,100,868 | 18,586,912 | ||||||
Proposal 2. Advisory Vote to Approve the Compensation of Our Named Executive Officers
The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers for 2025. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 127,319,236 | 15,170,927 | 197,617 | ||||||
Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 26, 2026
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the fiscal year ending December 26, 2026. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 152,628,351 | 2,789,749 | 506,129 | ||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
| DRIVEN BRANDS HOLDINGS INC. | |||||||||||||||||
| Date: July 29, 2026 | By: | /s/ Scott O’Melia | |||||||||||||||
| Name: | Scott O’Melia | ||||||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, and Secretary | ||||||||||||||||