Dutch Bros (BROS) Proxy Filing summary

Executive summary

• Opened 151 new shops in the past year, emphasizing growth with a focus on leadership development and operational excellence over the next fiscal year.

• Over 450 homegrown leaders are prepared to open shops in new markets as of December 31, 2024.

• Aims to maintain a unique brand identity by blending convenience, speed, and genuine human interaction.

Voting matters and shareholder proposals

• Annual meeting scheduled for May 13, 2025, via webcast; record date is March 18, 2025.

• Proposals include election of ten directors, ratification of KPMG LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board expanded to ten directors in February 2025; new appointments include G.J. Hart, Todd Penegor, and Kory Marchisotto.

• Board leadership is separated between Executive Chairman and CEO.

• Six directors are independent per NYSE standards; controlled company exemption is not currently used but may be in the future.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Stockholder engagement and communication channels are prioritized.