Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On September 15, 2022, the Board of Directors (the "Board") of Krispy Kreme,
Inc. ("the Company") elected Philip Telfer to the Board. Mr. Telfer has been
named to the Audit & Finance Committee of the Board. Mr. Telfer will participate
in the Company's director compensation program. A complete description of the
Company's director compensation program is set forth in the Proxy Statement
filed with the Securities and Exchange Commission (the "Commission") on April
18, 2022 ("Compensation Discussion and Analysis - Director Compensation Table"),
incorporated herein by this reference. Mr. Telfer is not a party to any
transaction with the Company that would be reportable under Item 404(a) of
Regulation S-K under the Securities Act of 1933. Mr. Telfer is not a party to
any material plan, contract, or arrangement in connection with his election to
the Board.
Mr. Telfer will serve for an initial term to expire concurrently with the terms
of the other members of the Board at the Company's 2023 Annual Shareholders
Meeting, or until his earlier death, resignation, or removal.
The Board has determined that Mr. Telfer is an "independent director" as defined
under the listing requirements of Nasdaq. With Mr. Telfer's addition to the
Board and the departures noted below, the Board now has six independent
directors and five non-independent directors. The independent directors now
constitute a majority of the Board, as required by Nasdaq Listing Rule 5605. The
Company has notified Nasdaq of the changes to the Board.
Departure of Director
On September 14, 2022, Patricia Capel and Ozan Dokmecioglu, both members of the
Board, notified Michael Tattersfield, the Chief Executive Officer of the
Company, of their resignation from the Board, to be effective on September 15,
2022. Ms. Capel and Mr. Dokmecioglu's notices were accepted by the Company upon
receipt. At the time of acceptance, Ms. Capel and Mr. Dokmecioglu were not
members of a Board committee. Ms. Capel and Mr. Dokmecioglu's transitions were
not caused, in whole or in part, by a disagreement with the Company or the
Board.
On behalf of the Company's shareholders, the Board expresses gratitude for the
significant contributions made by Ms. Capel and Mr. Dokmecioglu during their
tenure as directors and thanks them for their service to the Board and the
Company. Additionally, the Board recognizes the judgment, insight, and wise
counsel of Ms. Capel and Mr. Dokmecioglu have been invaluable and greatly
contributed to the ongoing success of the Company during their service. The
Board wishes Ms. Capel and Mr. Dokmecioglu continued success in the future.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Shareholders Meeting (the "Annual Meeting") held on May 17,
2022, the shareholders of Krispy Kreme, Inc. (the "Company"), approved an
advisory resolution regarding the frequency of future advisory votes on the
Company's executive compensation, for which voting results were included in the
Current Report on Form 8-K dated May 17, 2022 and filed with the U.S. Securities
and Exchange Commission. As previously reported, a majority of the Company's
shareholders voted for the advisory vote on executive compensation to be held
every year. Based on the recommendation of the Company's Board of Directors in
the 2022 Proxy Statement and the results of the shareholders' vote, the Company
will submit a proposal for an advisory vote on the Company's executive
compensation to shareholders every year.
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