8kmeetingresults


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2013
 
DUNKIN’ BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
 
001-35258
 
20-4145825
(Commission
File Number)
 
(IRS Employer
Identification Number)
130 Royall Street
Canton, Massachusetts 02021
(Address of registrant’s principal executive office)
(781) 737-3000
(Registrant’s telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2013 Annual Meeting of Stockholders of Dunkin’ Brands Group, Inc. (the “Company”) was held on May 14, 2013. A total of 102,290,282 shares were present or represented by proxy at the meeting, representing approximately 96% of all shares entitled to vote at the Annual Meeting. The matters presented for a vote and the related results are as follows:
 
1.
Election of Directors
Proposal one was the election of three nominees to serve as directors of the Company for terms of three years. The results of the vote were as follows:
Nominee
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Raul Alvarez
 
90,454,654

 
75,140

 
11,760,488

Anthony DiNovi
 
90,371,003

 
158,791

 
11,760,488

Nigel Travis
 
90,186,189

 
343,605

 
11,760,488

Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional Director nominations brought before the meeting.
 
2.
Advisory Vote on Executive Compensation
Proposal two was the advisory vote on the approval of the executive compensation of the named executive officers of the Company. The results of the vote were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
89,851,300

 
575,426

 
103,068

 
11,760,488

Pursuant to the foregoing vote, the stockholders adopted a non-binding advisory resolution indicating their approval of the compensation paid to the Company’s named executive officers.
 
3.
Ratification of the Independent Registered Public Accountants
Proposal three was the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. The results of the vote were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
101,938,505

 
239,370

 
67,407

 

Pursuant to the foregoing vote, the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year was approved.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
DUNKIN’ BRANDS GROUP, INC.
 
 
By:
 
/s/ Richard Emmett
 
 
Richard Emmett
 
 
Senior Vice President, General Counsel and Secretary
Date: May 16, 2013