Krispy Kreme Inc
For the period ended Jun 18, 2024. Filed Apr 24, 2024.
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Jun 18, 2024 · Filed Apr 24, 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 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Krispy Kreme, 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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 24, 2024
Dear Stockholders,
I am so excited for what is ahead of us at Krispy Kreme and our strategy is clear: To make our fresh doughnuts available in more places and to keep reminding people of the joy that is Krispy Kreme, not just to eat but to share and give to others.
We made great progress on this in 2023 with strong consumer demand and increased access to our fresh doughnuts in both existing and new markets around the world. We also improved profitability as we grew, demonstrating the productivity benefits of our unique Hub and Spoke operating model.
Here are several important 2023 performance results:
| • | We reported strong financial results in 2023, delivering net revenue growth of 10.2% and organic revenue growth of 12.2%, driven by growth with all markets and channels growing sales. |
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| • | We expanded profit margins by leveraging existing production hubs to support our growth, especially in the U.S., where operating leverage was strongest. |
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| • | Our ongoing strategy is to scale the business efficiently by adding more fresh points of access. At the end of 2023, the number of places where you could buy our melt-in-your-mouth fresh doughnuts had grown 19.5% to 14,100. |
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In 2023, the brand delivered very impressive results, finishing the year with more than 40 billion media impressions reflecting how well Krispy Kreme’s fresh and innovative doughnuts resonated with the consumer.
Ecommerce continued to play a big role within our business, growing to 19.3% of retail sales, and we ended the year with 15 million loyalty members as well as important operational improvements to our website, app and in shop availability.
Operating in 39 countries, we successfully opened in seven new ones last year: Chile, Costa Rica, Ecuador, France, Jamaica, Kazakhstan and Switzerland. Notably, our Paris opening represented a record-breaking launch during the fourth quarter. This shop was our best performing shop worldwide on a sales basis in December.
The continued expansion of our Delivered Fresh Daily model increased profitability year-over-year with Adjusted EBITDA 1 margin improving 10 basis points to 12.6%. During the year, we also scaled our supply chain, built a support team, added technology and new equipment, and enhanced field training to support the channel’s expansion.
At the end of 2023, we also published our inaugural Be Sweet Responsibility Report, which was a detailed, data-driven analysis of the brand’s progress and future goals tied to three key pillars of responsibility: Loving Our Krispy Kremers, Loving Our Communities, and Loving Our Planet. This represented our commitment to drive positive impact. For all of us at Krispy Kreme, being sweet is an ongoing mission, and we’ll keep striving to make a positive difference in the long-term.
| 1 | See Appendix A for reconciliation of GAAP to Non-GAAP presentations. |
Our Focus for 2024: A Bigger and Better Krispy Kreme
Krispy Kreme has started the year by continuing to expand availability of our doughnuts around the world including in our newer sales channels like club stores and quick service restaurants where we are creating operating leverage through distribution density and production utilization. We are also ensuring we have quality fresh doughnuts in every channel every day, offering new and exciting specialty premium doughnuts and updating our digital commerce capabilities. Together, these steps will result in high quality, profitable growth, and a bigger and better company.
I want to close by expressing my heartfelt gratitude again to my predecessor Mike Tattersfield for his passion, leadership, and dedication to our Krispy Kremers and the business during the last few years. It’s an honor and a privilege to lead this incredible team and company.
To our stockholders, thank you for your trust in our strategy and execution.
Josh Charlesworth
President and CEO
Krispy Kreme
Notice of 2024 Annual Meeting of Stockholders
| To Our Stockholders, Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Krispy Kreme, Inc., a Delaware corporation (“KKI”), will be held on June 18, 2024, at 10:00 a.m. ET. You can virtually attend the Annual Meeting online at www.proxydocs.com/DNUT or vote your shares electronically online at www.proxypush.com/DNUT or via telephone at 1-866-475-0865. Submit questions online during the meeting by visiting www.proxydocs.com/DNUT and entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. Items of Business 1. To elect 11 directors to hold office for a one-year term and until their respective successors shall have been duly elected and qualified; 2. To approve an advisory resolution regarding KKI’s executive compensation; 3. To ratify the appointment of Grant Thornton LLP as KKI’s independent registered public accounting firm for fiscal year 2024; and 4. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. Who May Vote: Stockholders of KKI common stock at the close of business on April 19, 2024. A list of stockholders will be accessible prior to the Annual Meeting upon request from the Corporate Secretary and during the Annual Meeting by visiting the meeting website referenced above. Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being sent to stockholders on or about April 24, 2024. If your shares are held in the name of a bank, broker, or other nominee, follow the instructions you receive from your bank, broker, or other nominee on how to vote your shares. Your vote is very important. To ensure your representation at the Annual Meeting, please complete and return the enclosed proxy card or submit your vote through the Internet or by telephone. Whether or not you plan to attend the meeting, we urge you to vote. Catherine Tang Corporate Secretary WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY VOTE AND SUBMIT YOUR PROXY ELECTRONICALLY, BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST. | Meeting Information | ||
|---|---|---|---|
| Date: Time: | June 18, 2024 10:00 a.m., Eastern time | ||
| Location: | Virtual Meetingwww.proxydocs.com/DNUT | ||
| How to Vote | |||
| Via the Internet visit www.proxypush.com/DNUT | |||
| By Mail Stockholders who have received a paper copy of a proxy card or voting instruction form by mail may submit proxies by completing, signing, and dating their proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope. | |||
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 18, 2024: The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 2023 are available at www.proxydocs.com/DNUT by entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. | |||
| 1 | Proxy Summary |
| 1 | 2024 Annual Meeting Information |
| 1 | Meeting Agenda and Voting Recommendations |
| 1 | Krispy Kreme – A Beloved Sweet Treat Brand |
| 2 | Fiscal Year 2023 Company Highlights |
| 2 | 2024 Director Nominees |
| 3 | Corporate Governance Highlights |
| 3 | Key Executive Compensation Practices |
| 3 | Key Responsibility Commitments and Progress |
| 4 | Proposal 1: Election of Directors |
| 4 | Proposal Summary |
| 4 | Director Nomination Process |
| 4 | Board Composition, Qualifications and Diversity |
| 5 | Board Diversity Matrix |
| 5 | Director Independence |
| 5 | Director Nominees |
| 11 | Director Compensation Table |
| 12 | Corporate Governance Practices |
| 12 | Board Leadership Structure |
| 12 | Board Meetings |
| 12 | Committees |
| 13 | Remuneration and Nomination Committee Interlocks and Insider Participation |
| 14 | The Board’s Oversight Responsibilities |
| 14 | Board and Committee Evaluations |
| 15 | Code of Conduct |
| 15 | Be Sweet in All That We Do |
| 20 | Certain Relationships and Related Party Transactions |
| 22 | Delinquent Section 16(a) Reports |
| 22 | Where to Find More Information |
| 22 | Stockholder Outreach and Communications with the Board |
| 23 | Executive Officers |
| 25 | Proposal 2: Advisory Resolution to Approve Executive Compensation |
| 26 | Executive Compensation |
| 26 | Introduction |
| 27 | Compensation Discussion and Analysis (CD&A) |
| 27 | Our 2022 Stockholder Say-on-Pay Vote |
| 27 | Principles and Governance |
| 29 | Summary of Principal Compensation Elements – Design and Rationale |
| 30 | Fiscal 2023 Compensation |
| 35 | Other Benefits and Perquisites |
| 35 | Employment and Change in Control Arrangements |
| 36 | Insider Trading and Clawback Policies |
| 36 | Report of the Remuneration and Nomination Committee |
| 37 | Summary Compensation Table |
| 38 | Grants of Plan-Based Awards |
| 39 | Outstanding Equity Awards at Fiscal Year-End |
| 41 | Stock Options Exercised and Stock Vested |
| Pension Benefits | |
|---|---|
| 42 | Equity Treatment Upon Termination Scenarios |
| 43 | Potential Payments Upon Termination or Change in Control |
| 44 | Securities Authorized for Issuance Under Equity Compensation Plans |
| 45 | CEO Pay Ratio |
| 46 | Pay vs. Performance |
| 46 | Pay vs. Performance Table |
| 47 | Compensation Actually Paid Table |
| 47 | Relationship Between Pay and Performance |
| 48 | Tabular List of Financial Performance Measures |
| 49 | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm |
| 49 | Independent Registered Public Accounting Firm’s Fees |
| 50 | Report of the Audit and Finance Committee |
| 51 | Ownership of Our Equity Securities |
| 51 | Directors and Executive Officers |
| 52 | Beneficial Owners of More than 5% of Our Common Stock |
| 53 | Other Matters |
| 58 | Appendix A – Non-GAAP Financial Measures |
| 58 | Reconciliation of Non-GAAP Financial Measures |
2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.