Current Report Filing (8-k)
September 15 2016 - 4:32PM
Edgar (US Regulatory)
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):
September 14, 2016
NATHAN’S FAMOUS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-35962
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11-3166443
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Jericho Plaza, Jericho, New York
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11753
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(516) 338-8500
xxx
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(Former Name or Former Address, If Changed Since Last Report)
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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 (
see
General Instruction
A.2. below):
☐ 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 1.01
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Entry into a Material Definitive Agreement.
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As
described below under
Item 5.07 – Submission of Matters to a Vote of Security Holders
,
at the Nathan’s Famous, Inc. (the “Company”) Annual Meeting of Stockholders held on September 14, 2016, the
Company’s stockholders, approved the Nathan’s Famous, Inc. Code Section 162(m) Bonus Plan (the “162(m)
Bonus Plan”). The 162(m) Bonus Plan is an annual bonus plan designed to provide certain executive officers of the
Company with inventive compensation based upon the achievement of pre-established performance goals. The initial performance
period for the 162(m) Bonus Plan shall be the twelve month period coincident with the Company’s 2018 fiscal year
beginning March 27, 2017 and ending March 25, 2018. Subsequent performance periods may be established under the 162(m) Bonus
Plan and the 162(m) Bonus Plan will continue in effect until the Company terminates it or stockholder approval is again
required for the 162(m) Bonus Plan to meet the requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On September 14, 2016, the Company
held its annual meeting of stockholders. At the annual meeting, stockholders of the Company voted on the matters set forth below.
Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.
1. The
proposal to elect eight directors was approved based upon the following votes:
Name
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For
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Withheld
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Broker
Non-Votes
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Robert J. Eide
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2,344,396
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541,356
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814,566
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Eric Gatoff
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2,387,940
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497,812
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814,566
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Brian S. Genson
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2,357,503
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528,249
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814,566
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Barry Leistner
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2,363,006
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522,746
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814,566
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Howard M. Lorber
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2,214,435
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671,317
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814,566
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Wayne Norbitz
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2,362,320
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523,432
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814,566
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A.F. Petrocelli
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2,235,339
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650,413
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814,566
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Charles Raich
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2,259,397
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626,355
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814,556
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2. The
proposal to approve the Nathan’s Famous, Inc. Fiscal 2017 Management Incentive Plan was approved based on the following votes:
For
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Against
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Abstain
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Broker
Non-Votes
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2,824,790
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58,375
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2,587
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814,566
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3. The
proposal to approve the Section 162(m) Bonus Plan was approved based on the following votes:
For
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Against
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Abstain
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Broker
Non-Votes
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2,822,606
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60,269
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2,877
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814,566
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4. The
proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal year 2017 was approved based
on the following votes:
For
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Against
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Abstain
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Broker
Non-Votes
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3,682,471
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16,740
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1,107
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0
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit 99.1 – Nathan’s Famous,
Inc. Code Section 162(m) Bonus Plan (Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement
on Schedule 14-A filed on July 28, 2016).
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.
Dated: September 15, 2016
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NATHAN’S FAMOUS, INC.
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By:
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/s/ Ronald DeVos
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Name:
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Ronald DeVos
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Title:
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Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)
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