Dutch Bros (BROS) Proxy filing summary

Executive summary

• Significant expansion achieved, entering seven new states and progressing toward the goal of 2,029 shops by 2029, with a focus on intentional growth and maintaining company culture.

• Emphasis on investing in employees, fostering advancement, and supporting a strong leadership pipeline.

• Continued innovation in customer experience, product offerings, and brand engagement, while reinforcing core values.

Voting matters and shareholder proposals

• Election of nine director nominees, with the board size reduced from ten to nine; two directors not standing for re-election and one new nominee added.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board leadership structure separates Executive Chairman and CEO roles.

• Seven of nine director nominees are independent; board skills include industry, finance, marketing, operations, technology, and leadership.

• Controlled company exemption applies, but the company has not elected to use it.

• Board committees: Audit and Risk, Compensation, and Nominating and Governance, all with independent chairs.

• Stockholder engagement and communication channels are prioritized.