Driven Brands (DRVN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on July 28, 2026, with voting on three main proposals and access provided to all shareholders of record as of June 11, 2026.

• Proxy materials, including the 2025 Annual Report, were distributed starting June 16, 2026, with multiple voting methods available.

• The meeting was delayed due to a restatement of financial statements for 2023 and 2024, which required additional review and disclosure.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three Class III directors for three-year terms, (2) an advisory say-on-pay vote for executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• The Board recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2027 meeting by February 15, 2027, and director nominations by April 29, 2027.

Board of directors and corporate governance

• The Board consists of 12 members (reducing to 11 after the 2026 meeting), with seven independent directors and staggered three-year terms.

• Board leadership is separated between the CEO and Chairman roles.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all chaired and composed solely of independent directors.

• Principal Stockholders have rights to nominate directors based on ownership percentage.

• Director compensation was increased in 2026 to align with market practices.