Amendment: Driven Brands Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$DRVN
Automotive Aftermarket
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 25, 2025
Commission file number: 001-39898
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(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | ||
| 139898 | ||
| (Commission File Number) | ||
| (I.R.S. Employer Identification No.) | ||
| (Address of principal executive offices) | ||
| (Zip Code) | ||
(704 ) 377-8855
(Registrant’s Telephone Number, Including Area Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | ||
| Trading Symbol | ||
| Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2025, Driven Brands Holdings Inc. (the “Company”) announced that it had appointed Daniel Rivera to serve as the Company’s Chief Executive Officer (“CEO”) effective as of May 9, 2025 (the “Effective Date”). On March 13, 2025, the Company’s Board of Directors (the “Board”) approved the compensation arrangement for Mr. Rivera for his service as CEO. Commencing as of the Effective Date, Mr. Rivera will receive: (i) an annual base salary of $800,000; (ii) an annual performance-based cash bonus (with a target of 150% of his annual base salary); (iii) annual equity grants commencing with the 2025 annual awards (with a target value equal to 400% of his annual base salary), as approved by the Board or a committee thereof; and (iv) a supplemental 2025 equity award with a target grant date value of $500,000. Mr. Rivera’s 2025 annual and supplemental equity award will be granted in the form of 33% restricted stock units that vest ratably over three years and 67% performance-based restricted stock units that vest based on the Company’s total stockholder return and cumulative adjusted EBITDA performance over the 2025 through 2027 Company fiscal years. In addition, if the Company terminates Mr. Rivera without cause or he resigns for good reason, he will be entitled to 18 months’ salary continuation as severance, and if Mr. Rivera resigns for good reason, he will also be entitled to any earned, but unpaid annual bonus amount for any completed fiscal year prior to his termination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRIVEN BRANDS HOLDINGS INC. | |||||||||||||||||
| Date: March 19, 2025 | By: | /s/ Scott O’Melia | |||||||||||||||
| Name: | Scott O’Melia | ||||||||||||||||
| Title: | Executive Vice President, Chief Legal Officer | ||||||||||||||||