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Driven Brands Holdings Inc

For the period ended May 20, 2025. Filed Apr 10, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed Apr 10, 2025

Use the contents to explore the available documents and sections.

DRVN$11.89-1.6%Stored close · as of Nov 6, 2026
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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 Registrantx

Filed by a party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under Rule 240.14a-12

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):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DEAR STOCKHOLDERS

On behalf of the Board of Directors and management of Driven Brands Holdings Inc., we cordially invite you to attend our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, May 20, 2025, 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 visiting www.virtualshareholdermeeting.com/DRVN2025 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 28, 2024 (“2024 Annual Report”). On or about April 10, 2025, 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 2024 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, Jonathan Fitzpatrick President and Chief Executive Officer April 10, 2025

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
Driven Brands Holdings Inc.440 S. Church Street, Suite 700, Charlotte, NC 28202
Meeting Information
DATETIMEVIRTUAL MEETINGRECORD DATE
May 20, 202512:00 p.m.,Eastern Daylight Timewww.virtualshareholdermeeting.com/DRVN2025March 21, 2025

How to Vote

The vote of every stockholder is very important! Please place your vote one of the following ways:

ONLINEBY PHONEBY MAILIN PERSON
www.proxyvote.comCall the telephone number in your proxy materialsMark, sign, and return proxy cardAttend 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 #1PROPOSAL #2PROPOSAL #3
Election of the three Class II 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.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2025.

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/DRVN2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 20, 2025:

This notice and the accompanying Proxy Statement and 2024 Annual Report are available here atwww.proxyvote.com.

By order of the Board of Directors,

Executive Vice President and Chief Legal Officer

TABLE OF CONTENTS

PAGE
VOTING MATTERS1
PROPOSAL ONE: ELECTION OF DIRECTORS2
OUR BOARD OF DIRECTORS3
CORPORATE GOVERNANCE9
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT19
HUMAN CAPITAL MANAGEMENT21
PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS22
PAY VERSUS PERFORMANCE44
CEO PAY RATIO47
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 27. 202548
AUDIT COMMITTEE REPORT50
INFORMATION CONCERNING SOLICITATION AND VOTING51
QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS52
STOCKHOLDER INFORMATION FOR FUTURE ANNUAL MEETINGS56
HOUSEHOLDING MATTERS56
OTHER MATTERS57
EXHIBIT AA-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.