Dutch Bros Inc.

03/26/2024 | Press release | Distributed by Public on 03/26/2024 14:49

Material Event - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Dutch Bros Inc.'s (the "Company") initial public offering (the "IPO"), the Company entered into a Stockholders Agreement on September 17, 2021 (the "Stockholders Agreement") with certain affiliates of TSG Consumer Partners, L.P. (the "Sponsor"). Pursuant to the Stockholders Agreement, the Company agreed to nominate to its board of directors (the "Board") up to two individuals designated by the Sponsor for so long as the holders of shares of the Company's Class C common stock (the "Class C common stock") are entitled to elect one or more members to Board (the "Class C Directors") pursuant to the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation"). The Certificate of Incorporation provides that the holders of Class C common stock, which the Sponsor holds all of, are entitled to elect (i) two members of the Board, voting as a separate class, for so long as the total number of outstanding shares of Class C common stock and the Company's Class D common stock (the "Class D common stock") is at least 50% of the total number of shares of Class C common stock and Class D common stock outstanding immediately prior to the closing of the IPO and (ii) one member of the Board, voting as a separate class, for so long as the total number of outstanding shares of Class C common stock and Class D common stock is at least 10% but less than 50% of the total number of shares of Class C common stock and Class D common stock outstanding immediately prior to the closing of the IPO.
Upon the closing of the Offering (as defined below), the total number of outstanding shares of the Class C common stock and Class D common stock is less than 50% of the total number of shares of the Company's Class C common stock and Class D common stock outstanding immediately prior to the closing of the IPO. In accordance with the Certificate of Incorporation and the Stockholders Agreement, upon the closing of the Offering, there will be only one Class C Director. On March 22, 2024, Blythe Jack, who served as one of the two Class C Directors, resigned from the Board. Ms. Jack's resignation was not a result of any disagreement with the Company.