Krispy Kreme (DNUT) Proxy filing summary

Executive summary

• Fiscal year 2025 marked a pivotal turnaround, focusing on deleveraging, U.S. expansion, and international franchise growth, with positive momentum by year-end despite a revenue decline due to the Insomnia Cookies divestiture and McDonald's agreement termination.

• Leadership changes included new Board members and internal promotions, with a retention package implemented to align management with shareholder interests.

• Systemwide sales reached $2.0 billion, adjusted EBITDA was $140.3 million, and the net leverage ratio stood at 6.7x at year-end.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, an advisory say-on-pay resolution, ratification of Grant Thornton LLP as auditor, approval of amendments to the 2021 Omnibus Incentive Plan, and a shareholder proposal to eliminate supermajority voting requirements.

• The Board recommends voting for all management proposals and against the shareholder proposal.

Board of directors and corporate governance

• The Board consists of eight nominees, with a majority independent and diverse in gender and ethnicity; two are affiliated with the largest shareholder, JAB, which owns 43% of shares.

• Committees include Audit and Finance, Compensation, Nomination, and Governance (CNG), and Strategy and Operating, all with independent directors.

• Annual Board and committee evaluations, executive sessions, and a Lead Independent Director role are in place.