Document


 
 
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): July 10, 2018
 

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))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging Growth Company   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Selection 13(a) of the Exchange Act.  ¨






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 11, 2018, Dunkin’ Brands Group, Inc. (the “Company”) announced the retirement of Nigel Travis as the Company’s Chief Executive Officer and the appointment of David Hoffmann, currently President, Dunkin’ Donuts U.S., to the additional role of Chief Executive Officer of the Company, each effective July 11, 2018.
Additionally, the Company announced that Mr. Travis has been named Executive Chairman of the Company’s Board of Directors (the “Board”). In his new role, Mr. Travis will remain actively involved with the Company, with a particular focus on the continued development of the Company’s international businesses.
Mr. Hoffmann, 50, joined the Company as President of Dunkin’ Donuts U.S. in October 2016. Prior to joining the Company, Mr. Hoffmann worked for McDonald’s Corporation for 22 years, where he most recently served as President, High Growth Markets, an area that included China, Russia, South Korea, and several European markets and before that served as President for Asia Pacific, Middle East & Africa.
On July 10, 2018, the Board also elected Mr. Hoffmann as a member of the Board, effective July 11, 2018. The Board increased the size of the Board from nine to ten members and appointed Mr. Hoffmann to fill the vacancy. Mr. Hoffmann will serve as a Class I director, which class will stand for re-election at the 2021 annual meeting of stockholders. Mr. Hoffmann will not receive additional compensation for his role as a director.
Compensation for Mr. Hoffmann    
In connection with his appointment as Chief Executive Officer, the Company entered into a new employment agreement with Mr. Hoffmann with a term through July 11, 2021. Under this agreement, Mr. Hoffmann will receive an annual base salary of $900,000, payable in accordance with the Company’s normal payroll practices.
Mr. Hoffmann will continue to participate in the Company’s annual management incentive plan (the “Annual Plan”). Under the Annual Plan, Mr. Hoffmann is eligible to receive an annual target cash incentive opportunity equal to 125% of his annual base salary.
In connection with his promotion, Mr. Hoffmann received an award of restricted stock units with a grant date fair value equal to approximately $1,500,000.  The restricted stock units will vest in three annual installments beginning on the first anniversary of the grant, generally subject to Mr. Hoffmann’s continued employment. Mr. Hoffmann will remain eligible for future awards under the Company’s annual long-term incentive award program in effect for other senior executives of the Company and will be eligible to receive an equity award grant for calendar year 2019 under such program with an expected approximate grant date fair value of $3,500,000, subject to the approval of the Board and Compensation Committee of the Board.
Mr. Hoffmann will also be entitled to benefits as are generally made available to other senior executives of the Company, including participation in health/medical and insurance programs. 
In the event that Mr. Hoffmann’s employment is terminated by the Company without cause or he resigns for good reason, each as defined in his employment agreement, he will be entitled to severance equal to 18 months of his then current base salary, as well as payment of an amount equal to 100% of his target bonus under the Annual Plan for the year in which such termination or resignation occurred, payable in the form of salary continuation in accordance with the terms of his agreement. The agreement also includes customary confidentiality and non-competition provisions.



Item 7.01. Regulation FD Disclosure.
On July 11, 2018, the Company issued a press release announcing the appointments of Mr. Hoffmann and Mr. Travis. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K.

Conference Call
The Company will be holding a conference call on Wednesday, July 11, 2018, at 4:30 p.m. ET hosted by Mr. Hoffmann and Mr. Travis to discuss this announcement. The dial-in number is (866) 393-1607 or (914) 495-8556, conference number 7377645. The Company will broadcast the conference call live over the Internet at http://investor.dunkinbrands.com. A replay of the conference call will be available on the Company’s website at http://investor.dunkinbrands.com.
The information contained in this Item and Exhibit 99.1 are being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1    Press Release of Dunkin’ Brands Group, Inc. dated July 11, 2018






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
 
 
Chief Legal and Human Resources Officer
Date: July 11, 2018







EXHIBIT INDEX
Exhibit #    Exhibit Name                            
99.1        Press Release of Dunkin’ Brands Group, Inc. dated July 11, 2018


 

Exhibit

Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12351983&doc=3


David Hoffmann Named Dunkin’ Brands CEO; Nigel Travis Appointed Executive Chairman

CANTON, Mass. (July 11, 2018) – Dunkin' Brands Group, Inc. (Nasdaq: DNKN), the parent company of Dunkin' Donuts (DD) and Baskin-Robbins (BR), today announced that David Hoffmann, 50, has been appointed Chief Executive Officer, effective immediately. He will also serve on the Company’s Board of Directors and remain President of Dunkin’ Donuts U.S. The members of the Dunkin’ Brands Leadership Team will now report to Mr. Hoffmann who is succeeding Nigel Travis, 68. Mr. Travis is retiring from the role he has held since January 2009.

Additionally, the Company announced that Mr. Travis has been named Executive Chairman of the Board of Directors and will remain actively involved with the Company, with a particular focus on the continued development of the international businesses.

“When we recruited Dave to Dunkin’ Brands 18 months ago with the intent that he would succeed me as CEO, we knew that we were getting a world-class leader with extensive restaurant industry expertise, and he has exceeded all of our expectations. From his development and implementation of the Dunkin’ Donuts U.S. Blueprint for Growth, to the relationships he has forged with our franchisees and the talent management skills he has exhibited, Dave has demonstrated he is exactly the person to lead the next phase of our global growth,” said Travis. “I look forward to supporting him in his new role and am confident that under his leadership Dunkin’ Brands will continue to meet the needs of our franchisees, our employees, our shareholders and, most importantly, our guests.”

Mr. Hoffmann joined Dunkin’ Brands as President of Dunkin’ Donuts U.S. in October 2016. Since that time, he has overseen the implementation of a multi-year Blueprint for Growth designed to transform Dunkin’ Donuts into the leading beverage-led, on-the-go brand. He has



also led all aspects of Dunkin’ Donuts’ U.S. operations, supply chain, marketing, consumer packaged goods (CPG) growth, digital innovation and franchise development. Additionally, he has directed the creation of Dunkin’ Donuts’ next-generation concept store, overseen the addition of hundreds of net new Dunkin’ restaurants in the U.S. and advocated for numerous sustainability initiatives.

Under Mr. Travis’ leadership, Dunkin’ Brands completed a successful IPO in 2011 and has delivered consistently strong financial results, enabling it to return nearly $2.7 billion to shareholders since going public. Over the past ten years, he has guided the Company through one of its most dramatic growth periods, which included entry into 25 new international markets and the addition of almost 6,000 net new restaurants globally, including more than 2,800 net new Dunkin’ Donuts restaurants in the U.S. Mr. Travis has also directed the launch of numerous key business initiatives, including the introduction of Dunkin’-branded consumer packaged goods such as Dunkin’ K-Cups and Ready-to-Drink Bottled Iced Coffees. A strong advocate for leveraging digital technology to better deliver the customer experience, Mr. Travis oversaw the introduction of mobile payment apps for both Dunkin’ Donuts and Baskin-Robbins, the DD Perks Loyalty Program, Dunkin’ Donuts’ On-the-Go Mobile Ordering, and home delivery programs for both brands in multiple markets around the globe.
“I want to thank the Dunkin’ Brands Board of Directors for the opportunity to lead this incredible company. I also want to offer my heartfelt appreciation to Nigel for his decade-long leadership of Dunkin’ Brands as well as for the support he has shown me since I joined the Company,” said Hoffmann. “Thanks to Nigel, our franchisees around the world have flourished; our asset-light model has yielded strong shareholder returns, and we are well-positioned for long-term growth. I look forward to collaborating with Nigel, the Board, our leadership team, employees, and of course our great franchisees to further differentiate both our brands through cutting edge marketing, menu innovation, digital leadership, value, and restaurant excellence. We have a strong legacy, and an even more exciting future together.”
  
Before joining Dunkin’ Brands, Mr. Hoffmann spent a total of 22 years with McDonald’s Corporation including time as a crew member while in high school. He later rejoined the company, post MBA, and after working in field operations, moved to the corporate office where he held leadership positions in several key functions including strategy and insights, dev



elopment, training, operations and supply chain. In 2008, he was named McDonald’s vice president of strategy and franchising in Japan, and later held general management positions covering a wide range of international markets. He was ultimately named President, High Growth Markets, which included China, South Korea, Russia and several additional European markets. Prior to McDonald’s, Mr. Hoffmann worked for Arthur Andersen.

Conference Call
The Company will be holding a conference call on Wednesday, July 11, 2018, at 4:30 p.m. ET hosted by Mr. Hoffmann and Mr. Travis to discuss this announcement. The dial-in number is (866) 393-1607 or (914) 495-8556, conference number 7377645. The Company will broadcast the conference call live over the Internet at http://investor.dunkinbrands.com. A replay of the conference call will be available on the Company’s website at http://investor.dunkinbrands.com.

###
About Dunkin' Brands Group, Inc.

With more than 20,000 points of distribution in more than 60 countries worldwide, Dunkin' Brands Group, Inc. (Nasdaq: DNKN) is one of the world's leading franchisors of quick service restaurants (QSR) serving hot and cold coffee and baked goods, as well as hard-serve ice cream. At the end of the first quarter 2018, Dunkin' Brands' 100 percent franchised business model included more than 12,500 Dunkin' Donuts restaurants and more than 7,900 Baskin-Robbins restaurants. Dunkin' Brands Group, Inc. is headquartered in Canton, Mass.

Forward-Looking Statements
 
This release contains projections and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Generally, these statements can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These projections and statements reflect management’s current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of certain risk factors. A discussion of these risk factors is included in the Company’s



periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, we do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.

Contact(s):
Stacey Caravella (Investors)
 
Karen Raskopf (Media)
Sr. Director, IR & Market Intelligence
 
SVP, Corporate Communications
Dunkin’ Brands Group, Inc.
 
Dunkin’ Brands Group, Inc.
investor.relations@dunkinbrands.com
 
press@dunkinbrands.com
781-737-3200
 
781-737-5200