Dutch Bros Inc. 8-K/A

What Happened

• Dutch Bros Inc. announced the voting results from its May 13, 2026 annual stockholders’ meeting (filed in an 8-K on May 19, 2026). Shareholders holding 141,558,850 shares, representing 458,457,364 votes (≈95.2% of voting power on the March 20, 2026 record date), participated.
• Nine director nominees were elected to serve until the 2027 annual meeting. Vote tallies (For / Against / Abstentions / Broker Non-Votes = 19,752,208 in each director vote):
  • Travis Boersma — 419,401,112 / 19,203,533 / 100,511 / 19,752,208
  • Christine Barone — 437,150,194 / 1,476,440 / 78,522 / 19,752,208
  • C. David Cone — 436,848,583 / 1,750,742 / 105,831 / 19,752,208
  • Stephen Gillett — 403,698,912 / 34,886,195 / 120,049 / 19,752,208
  • G.J. Hart — 436,732,675 / 1,866,441 / 106,040 / 19,752,208
  • Kory Marchisotto — 413,057,353 / 25,512,748 / 135,055 / 19,752,208
  • Scott Maw — 437,123,642 / 1,473,361 / 108,153 / 19,752,208
  • Ann Miller — 401,472,810 / 37,116,565 / 115,781 / 19,752,208
  • Todd Penegor — 402,388,829 / 36,210,748 / 105,579 / 19,752,208
• Proposal Two: Stockholders ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 (Votes For: 456,580,917; Against: 1,658,742; Abstentions: 217,705).
• Proposal Three: The advisory “say-on-pay” vote approving compensation of named executive officers passed (Votes For: 437,453,320; Against: 1,088,485; Abstentions: 163,351; Broker Non-Votes: 19,752,208).

Key Details

• Meeting date: May 13, 2026; Record date: March 20, 2026; 95.2% of voting power participated.
• All nine board nominees were elected to terms expiring at the 2027 annual meeting.
• Auditor ratification: KPMG LLP approved by a large majority (456.6M votes for).
• Advisory approval of executive pay received strong shareholder support (≈437.5M votes for).

Why It Matters

• Governance continuity: Re-election of the full slate of directors maintains the current board composition and strategic oversight through 2027.
• Audit stability: Ratification of KPMG as the independent auditor ensures continuity in financial reporting oversight for fiscal 2026.
• Shareholder sentiment on pay: The strong advisory “say-on-pay” vote signals broad shareholder approval of executive compensation, which can reduce governance-related shareholder pressure.

Filed signature: the 8‑K was signed by Victoria Tullett, Chief Legal Officer and Corporate Secretary.