Current Report Filing (8-k)
April 12 2017 - 5:04PM
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): April 10, 2017
BOJANGLES, INC.
(Exact Name of Issuer as Specified in Charter)
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Delaware
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001-37374
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45-2988924
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State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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9432 Southern Pine Boulevard,
Charlotte, NC 28273
(Address of Principal Executive Offices)
(704) 527-2675
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 10, 2017, the Board of Directors (the Board) of Bojangles, Inc. (the Company) appointed Mark A. Rowan to the Board
as a Class I director, upon the recommendation of its Nominating and Corporate Governance Committee. Pursuant to the requirements of the Companys bylaws, Mr. Rowan will stand for re-election as a Class I director at the Companys
2017 Annual Meeting of Stockholders. The Board has also appointed Mr. Rowan to serve as a member of the Boards Audit Committee (the Audit Committee).
The Board determined that Mr. Rowan qualifies as an independent director and is qualified to serve on the Audit Committee under the applicable rules and
regulations of the Securities and Exchange Commission and listing standards of the Nasdaq Stock Market (Nasdaq). With Mr. Rowans appointment as a member of the Audit Committee, the Company expects it is now in compliance with
Rule 5605(c)(2)(A) of Nasdaq, which requires the Company to maintain an Audit Committee composed of at least three independent directors.
Mr. Rowan
will be entitled to compensation under the Companys compensation policy for non-employee directors. There are no arrangements or understandings between Mr. Rowan and any other person pursuant to which Mr. Rowan was elected as a
director. There are no transactions in which Mr. Rowan has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On April 12, 2017, the Company issued a press release announcing
Mr. Rowans election to the Board and appointment to the Audit Committee, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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99.1
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Press Release issued by the Company on April 12, 2017.
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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.
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Bojangles, Inc.
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April 12, 2017
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By:
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/s/ Laura Roberts
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Laura Roberts
Vice President, General
Counsel,
Compliance Officer and Secretary
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3
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release issued by the Company on April 12, 2017.
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