---
schema_version: "secwatch.filing_event.v1"
accession: "0001866581-23-000097"
form_type: "8-K"
ticker: "BROS"
cik: "0001866581"
company_name: "Dutch Bros Inc."
filed_at: "2023-05-19T23:59:59+00:00"
generated_at: "2026-06-14T20:05:55.459719+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Dutch Bros annual meeting elects all directors, ratifies auditor, adopts 1-year say-on-pay frequency

## Summary
- All 8 directors elected with 96.8%-97.6% support; Blythe Jack and Charles Esserman elected by Class C with 100%.
- KPMG LLP ratified as auditor for FY2023 with 838,017,336 votes for (100.0%).
- Advisory vote on say-on-pay frequency: 97.6% favored 1 year; Board adopted 1-year frequency starting 2024.
- Total voting power present: 838,361,107 votes (98.3% of eligible).

## SEC filing metadata
- accession: 0001866581-23-000097
- form_type: 8-K
- ticker: BROS
- cik: 0001866581
- company_name: Dutch Bros Inc.
- filed_at: 2023-05-19T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1866581/000186658123000097/0001866581-23-000097-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1866581/000186658123000097/bros-20230516.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001866581-23-000097
- JSON: https://secwatch.observer/filing/0001866581-23-000097.json
- Plain text: https://secwatch.observer/filing/0001866581-23-000097.txt

## Key facts
- Shareholder Votes
  Dutch Bros Inc. shareholders approved Selection of Preferred Frequency of Stockholder Advisory Votes on Executive Compensation at the 2023-05-16 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal Three - Selection of Preferred Frequency of Stockholder Advisory Votes . A preferred frequency of one year was selected, on a non-binding, advisory basis, for future stockholder advisory votes regarding the compensation of our named executive officers. The voting results were as follows: One Year % One Year Two Years % Two Years Three Years % Three Years Abstentions Broker Non-Votes 818,651,103 97.6% 248,659 —% 206,034 —% 70,252 19,185,059
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866581/000186658123000097/0001866581-23-000097-index.htm
- Shareholder Votes
  Dutch Bros Inc. shareholders approved Election of Directors at the 2023-05-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal One - Election of Directors . The following nominees were elected as directors, each to serve until the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. • Directors elected by the holders of the Company’s Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Travis Boersma 811,992,389 96.9% 7,135,983 0.9% 47,676 19,185,059
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866581/000186658123000097/0001866581-23-000097-index.htm
- Shareholder Votes
  Dutch Bros Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-05-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm . The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified. The voting results were as follows: Votes For % For Votes Against % Against Abstentions 838,017,336 100.0% 247,037 —% 96,734
  evidence_url: https://www.sec.gov/Archives/edgar/data/1866581/000186658123000097/0001866581-23-000097-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.