Driven Brands Holdings Inc
For the period ended May 9, 2024. Filed Mar 27, 2024.
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May 9, 2024 · Filed Mar 27, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 240.14a-12 |
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DRIVEN BRANDS HOLDINGS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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On behalf of the Board of Directors and management of Driven Brands Holdings Inc., we cordially invite you to attend our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 9, 2024, at 12:00 p.m., Eastern Daylight Time. We will be holding the Annual Meeting in a virtual-only format to maximize your ability to participate in the meeting. You will be able to attend, vote, and submit questions during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/DRVN2024 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, proxy card, or in the instructions that accompanied your proxy materials.
Enclosed are the Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business that will be acted upon at the meeting or any adjournment or postponement thereof, as well as our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (“2023 Annual Report”).
On or about March 27, 2024, we will begin mailing proxy materials, including a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2023 Annual Report and how to vote over the Internet, to request and return a proxy card by mail, or to vote by telephone. For information on how to vote your shares, please refer to the proxy materials you received.
Your vote is important. Even if you plan to attend the Annual Meeting, please follow the instructions provided to you in your proxy materials and vote your shares as soon as possible. This will not prevent you from voting your shares during the Annual Meeting if you are able to attend. Thank you for your continued support of, and interest in, Driven Brands.
Sincerely,
President and Chief Executive Officer
March 27, 2024
| Driven Brands Holdings Inc. 440 S. Church Street, Suite 700 Charlotte, NC 28202 | ||||
| Meeting Information | ||||
| DATE | TIME | VIRTUAL MEETING | RECORD DATE | |
| May 9, 2024 | 12:00 p.m., Eastern Daylight Time | www.virtualshareholdermeeting.com/DRVN2024 | March 13, 2024 | |
How to Vote
The vote of every stockholder is very important! Please place your vote one of the following ways:
| ONLINE | BY PHONE | BY MAIL | IN PERSON |
|---|---|---|---|
| www.proxyvote.com | Call the telephone number in your proxy materials | Mark, sign, and return proxy card | Attend the virtual annual meeting and cast your vote. |
Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, we encourage you to read our Proxy Statement and submit your proxy or voting instructions as soon as possible.
Proposals
| PROPOSAL #1 | PROPOSAL #2 | PROPOSAL #3 | PROPOSAL #4 |
| Election of the three Class I director nominees named in this proxy statement, each for a term of three years. | An advisory non-binding vote to approve the compensation of our named executive officers. | Approval of the Amended and Restated Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024. |
Stockholders will also transact such other business as may be properly brought before the meeting or any adjournment thereof by or at the direction of the Board. Instructions for accessing the virtual annual meeting are more fully described in the accompanying proxy statement and a list of registered stockholders as of the record date will be accessible during the meeting atwww.virtualshareholdermeeting.com/DRVN2024.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 9, 2024:
This notice and the accompanying Proxy Statement and 2023 Annual Report are available here atwww.proxyvote.com.
By order of the Board of Directors,
Executive Vice President, General Counsel, and Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.