Current Report Filing (8-k)
August 31 2018 - 04:08PM
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): August 29, 2018
RCI
HOSPITALITY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Texas
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001-13992
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76-0458229
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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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10737
Cutten Road
Houston,
Texas 77066
(Address
of principal executive offices, including zip code)
(281)
397-6730
(Registrant’s
telephone number, including area code)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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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. [ ]
ITEM
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
August 29, 2018, we held our Annual Meeting of Stockholders at 10737 Cutten Road, Houston, Texas 77066, for the following purposes:
(1)
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To
elect six directors, including Eric S. Langan, Travis Reese, Nour-Dean Anakar, Steven L. Jenkins, Luke Lirot and Yura Barabash;
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(2)
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To
ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September
30, 2018;
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(3)
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To
approve a non-binding advisory resolution on executive compensation; and
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(4)
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To
transact such other business as may properly come before the meeting.
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Based
on the votes received in person and by proxy, all of the above-named director nominees were elected, the appointment of BDO USA,
LLP was ratified and the non-binding advisory resolution on executive compensation was approved. There were no other matters presented
for action at the Annual Meeting.
The
exact results of the stockholder vote are as follows:
Total Shares of Common Stock Outstanding
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as of the Record Date,
July 2, 2018:
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9,718,711
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Total Voting Shares Present Either
by Proxy
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or in Person of Common
Stock:
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8,778,193
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Item
1:
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Election
of Directors
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FOR
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WITHHELD
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Eric S. Langan
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5,205,080
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350,407
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Travis Reese
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5,165,121
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390,366
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Nour-Dean Anakar
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3,072,278
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2,483,209
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Steven L. Jenkins
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2,556,430
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2,999,057
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Luke Lirot
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5,153,961
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401,526
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Yura Barabash
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5,224,094
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331,393
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Additionally,
there was a total of 3,222,706 broker non-votes for the election of directors.
Item
2:
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Ratification
of appointment of BDO USA, LLP as independent registered public accounting firm for fiscal year ending September 30, 2018
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Votes for:
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6,074,505
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Votes against:
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2,634,649
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Votes abstained:
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69,039
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Item
3:
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Approval
of a non-binding advisory resolution on executive compensation
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Votes for:
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5,287,285
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Votes against:
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51,668
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Votes abstained:
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216,534
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Additionally,
there was a total of 3,222,706 broker non-votes for approval of the non-binding advisory resolution on executive compensation.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
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RCI
Hospitality Holdings
, INC.
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Date:
August 31, 2018
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By:
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/s/
Eric Langan
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Eric
Langan
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President
and Chief Executive Officer
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