Driven Brands amends stockholders agreement; adds fiduciary outs, removes consent rights

Driven Brands Holdings Inc.

Amends 2021 Stockholders Agreement with Roark-affiliated Principal Stockholders (Driven Equity LLC, RC IV Cayman ICW Holdings LLC).
Adds fiduciary outs allowing Board to not comply with nomination/appointment provisions if inconsistent with fiduciary duties.
Removes Principal Stockholders' consent rights over certain corporate actions.
Motivated by recent Delaware legal developments and pending stockholder litigation challenging consent rights.
Roark affiliates beneficially own majority of outstanding shares; retain board nomination rights tied to ownership thresholds.

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