Current Report Filing (8-k)
September 13 2017 - 5:20PM
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 13, 2017
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
N/A
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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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Section 13(a) of the Exchange Act. ☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On September 13, 2017, Nathan’s Famous,
Inc. (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 vote:
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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2,700,663
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312,282
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812,508
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Eric Gatoff
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2,782,886
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230,059
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812,508
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Brian S. Genson
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2,717,222
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295,723
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812,508
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Barry Leistner
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2,743,015
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269,930
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812,508
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Howard M. Lorber
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2,288,013
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724,932
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812,508
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Wayne Norbitz
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2,720,036
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292,909
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812,508
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A.F. Petrocelli
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2,585,960
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426,985
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812,508
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Charles Raich
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2,597,521
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415,424
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812,508
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2. The
non-binding advisory proposal on the compensation of the Company’s named executive officers as described in the Compensation
Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Company’s Proxy Statement
for the Company’s 2017 Annual Meeting of Stockholders was approved based on the following vote:
For
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Against
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Abstain
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Broker
Non-Votes
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2,946,382
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58,629
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7,934
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812,508
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3. The
votes cast for the non-binding advisory vote on the frequency of stockholder advice on executive compensation was as follows:
One Year
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Two Years
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Three Years
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Abstain
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Broker
Non-Votes
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692,292
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47,203
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935,204
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1,338,246
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812,508
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4. The
proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal year 2018 was approved based
on the following vote:
For
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Against
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Abstain
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Broker
Non-Votes
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3,794,617
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5,457
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25,379
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0
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Following the annual meeting, in
accordance with the advisory vote of the Company’s stockholders, the Company’s Board of Directors voted that the
stockholder advisory vote on executive compensation should be held every three years.
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 13, 2017
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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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