ITEM
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
August 29, 2019, the Company amended the Company’s Amended and Restated Certificate of Incorporation, as amended, amending
the Certificate of Designation of the Series B Convertible Preferred Stock (the “Series B Certificate of Designation”)
to modify the definition of “Director-Step Down Date” and “Director Cessation Date”. The text of the changes
to the definitions of “Director-Step Down Date” and “Director Cessation Date” in the Series B Certificate
of Designation is attached hereto as Exhibit 3.1 and incorporated by reference herein.
On
August 29, 2019, the Company amended (i) Article NINTH, Section (A) of the Company’s Amended and Restated Certificate of Incorporation,
as amended, and (ii) Article II, Section 2 of the Company’s Amended and Restated Bylaws, as amended, to eliminate the ability
of a majority of the Company’s entire board of directors to remove directors for cause. The text of the changes to Article NINTH,
Section A of the Company’s Amended and Restated Certificate of Incorporation, as amended, and Article II, Section 2 of the Company’s
Amended and Restated Bylaws, as amended, are attached hereto as Exhibit 3.2 and Exhibit 3.3, respectively, and incorporated by
reference herein.
ITEM
5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
August 29, 2019, the Company held the Annual Meeting of Stockholders.
At
the Annual Meeting, stockholders (i) re-elected Daniel T. Accordino and Matthew Perelman as Class I directors, to serve three
year terms that expire at the Company’s 2022 Annual Meeting of Stockholders or until their respective successors have been duly
elected and qualified, (ii) voted to adopt, on an advisory basis, a resolution approving the compensation of the Company’s Named
Executive Officers as described in Proxy Statement under “Executive Compensation”, (iii) voted to approve the conversion
of the Company’s outstanding Series C Preferred Stock into shares of the Company’s common stock by removal of the restriction
that prohibits such conversion, (iv) voted to approve an amendment to the Company’s Amended and Restated Certificate of
Incorporation, as amended, amending the Series B Certificate of Designation to modify the definition of “Director-Step Down
Date” and “Director Cessation Date”, (v) voted to amend the Company’s Amended and Restated Certificate of Incorporation,
as amended, to eliminate the ability of a majority of the Company’s entire board of directors to remove directors for cause, (vi)
voted to approve an amendment to the Amended and Restated Certificate of Incorporation, as amended, of Carrols Holdco Inc., the
Company’s wholly-owned subsidiary, to remove a provision that requires the vote of stockholders of the Company, in addition to
the vote of the Company (as sole stockholder) in order for Carrols Holdco Inc. to take certain actions and (vii) voted to ratify
the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the
2019 fiscal year.
The
results of voting for each proposal submitted to the stockholders are as follows:
Proposal
1. Election of Class I Directors, Daniel T. Accordino and Matthew Perelman.
Name
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
Daniel T. Accordino
|
|
|
42,071,501
|
|
|
|
2,754,511
|
|
|
|
7,153
|
|
|
|
3,854,200
|
|
Matthew Perelman
|
|
|
42,303,436
|
|
|
|
2,518,861
|
|
|
|
10,868
|
|
|
|
3,854,200
|
|
Proposal
2. Approval, on an advisory basis, of a resolution approving the compensation of the Company’s Named Executive Officers as
described in Proxy Statement under “Executive Compensation”.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Vote
|
41,277,538
|
|
1,597,512
|
|
1,958,115
|
|
3,854,200
|
Proposal
3. Approval of the conversion of the Company’s outstanding Series C Convertible Preferred Stock into shares of the Company’s
common stock by removal of the restriction that prohibits such conversion.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Vote
|
37,391,595
|
|
65,845
|
|
11,312
|
|
3,854,200
|
Proposal
4. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, amending
the Certificate of Designation of the Series B Convertible Preferred Stock to modify the definition of “Director-Step Down
Date” and “Director Cessation Date”.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Vote
|
41,011,095
|
|
3,796,925
|
|
25,145
|
|
3,854,200
|
Proposal
5. Amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to eliminate the ability of a majority
of the Company’s entire board of directors to remove directors for cause.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Vote
|
43,918,716
|
|
903,180
|
|
11,269
|
|
3,854,200
|
Proposal
6. Approval of an amendment to the Amended and Restated Certificate of Incorporation, as amended, of Carrols Holdco Inc.,
the Company’s wholly-owned subsidiary, to remove a provision that requires the vote of stockholders of the Company, in addition
to the vote of the Company (as sole stockholder) in order for Carrols Holdco Inc. to take certain actions.
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Vote
|
44,669,118
|
|
150,197
|
|
13,850
|
|
3,854,200
|
Proposal
7. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for the 2019 fiscal year.
For
|
|
Against
|
|
Abstain
|
48,524,297
|
|
155,518
|
|
7,550
|
Additionally,
on August 29, 2019, the holder of all of the outstanding shares of the Company’s Series B Convertible Preferred Stock voted to
re-elect directors José E. Cil and Matthew Dunnigan to the Company’s Board of Directors. Messrs. Cil and Dunnigan
each will serve as a Class B Director for a one year term that expires at the Company’s Annual Meeting of Stockholders to
be held in 2020 or until their respective successors shall have been elected and shall qualify.