Item 5.07 Submission of Matters to a Vote of Security Holders.
OnMay 16, 2023 ,Dutch Bros Inc. (the Company) held its 2023 annual stockholders' meeting (the Annual Meeting). At the Annual Meeting, a total of 149,133,185 shares of all classes of the Company's common stock, together representing a total of 838,361,107 votes, or approximately 98.3% of the voting power of all classes of the Company's common stock onMarch 21, 2023 and entitled to vote at the Annual Meeting, were present remotely or by proxy and voted on the following proposals, each of which is described in more detail in the Company's definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onApril 3, 2023 : Proposal One - Election of Directors. The following nominees were elected as directors, each to serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director's death, resignation or removal. •Directors elected by the holders of the Company's Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Travis Boersma 811,992,389 96.9% 7,135,983 0.9% 47,676 19,185,059 Shelley Broader 811,894,327 96.8% 7,232,103 0.9% 49,618 19,185,059 Thomas Davis 811,559,560 96.8% 7,554,835 0.9% 61,653 19,185,059 Kathryn George 811,976,620 96.9% 7,149,479 0.9% 49,949 19,185,059 Stephen Gillett 812,081,225 96.9% 7,037,624 0.8% 57,199 19,185,059 Jonathan Ricci 812,413,198 96.9% 6,710,465 0.8% 52,385 19,185,059 Ann M. Miller 818,499,134 97.6% 627,287 0.1% 49,627 19,185,059 •Directors elected by the holders of the Company's Class C common stock, voting as a separate class: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Blythe Jack 123,169,287 100.0% - -% - - Charles Esserman 123,169,287 100.0% - -% - -
Proposal Two - Ratification of the Appointment of Independent Registered Public
Accounting Firm. The appointment of
Votes For % For Votes Against % Against Abstentions 838,017,336 100.0% 247,037 -% 96,734 Proposal Three - Selection of Preferred Frequency of Stockholder Advisory Votes. A preferred frequency of one year was selected, on a non-binding, advisory basis, for future stockholder advisory votes regarding the compensation of our named executive officers. The voting results were as follows: One Year % One Year Two Years % Two Years Three Years % Three Years Abstentions Broker Non-Votes 818,651,103 97.6% 248,659 -% 206,034 -% 70,252 19,185,059 In light of this result, onMay 16, 2023 , following the Annual Meeting, the Company's Board of Directors adopted a resolution approving a frequency of one year for stockholder advisory votes regarding compensation of the Company's named executive officers, beginning at the Company's 2024 annual stockholders' meeting and continuing until the next stockholder vote regarding preferred frequency of stockholder advisory votes regarding compensation of the Company's named executive officers, or until the Board determines another frequency to be necessary or appropriate.
--------------------------------------------------------------------------------
© Edgar Online, source