Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of the stockholders of Diversified Restaurant Holdings, Inc. (the "Company") was held on December 19, 2019 (the “Meeting”).
As of November 20, 2019, the record date for the annual meeting, there were 33,324,160 shares of the Company's common stock outstanding and entitled to vote. At the Annual Meeting, 29,028,505 shares, or approximately 87.1% of all outstanding shares of common stock, were present either in person or by proxy.
At the Meeting, our stockholders voted on each of the following matters:
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adoption of the Agreement and Plan of Merger, dated as of November 6, 2019, by and among the Company, Patton Wings Intermediate Holdings, LLC ("Parent"), and Golden Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merger with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of Parent;
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approval to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the merger proposal, or in the absence of a quorum;
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an advisory vote to approve the compensation payments that will or may be paid to certain named executive officers in connection with the merger;
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election of six directors, each for a one-year term;
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an advisory vote to approve the compensation of our executives disclosed in our proxy statement for the Meeting;
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an advisory vote on the frequency of the advisory votes on the compensation of the Company's named execute officers; and
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ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019.
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The final vote results for these three matters are set forth below.
Proposal No. 1 - Adoption of Agreement and Plan of Merger
The votes cast on the adoption of the Agreement and Plan of Merger were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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22,519,199
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30,023
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69
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6,479,214
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Proposal No. 2 - Approval to Adjourn the Meeting
The votes cast on the approval to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the merger proposal, or in the absence of a quorum were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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28,787,721
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234,829
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5,955
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Proposal No. 3 - Advisory Vote on Executive Compensation in Connection with the Merger
The votes cast on the advisory vote to approve the compensation payments that will or may be paid to certain named executive officers in connection with the merger were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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22,421,357
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74,024
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53,910
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6,479,214
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Proposal No. 4 - Election of Directors
The votes cast on the election of directors were as follows:
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Nominee
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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T. Michael Ansley
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21,594,587
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954,704
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6,479,214
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Roger Lipton
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22,485,532
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63,759
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6,479,214
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Jay Alan Dusenberry
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22,413,495
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135,796
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6,479,214
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Philip Friedman
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22,484,732
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64,559
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6,479,214
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David Ligotti
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21,582,536
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966,755
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6,479,214
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Joseph M. Nowicki
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22,485,469
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63,822
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6,479,214
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Proposal No. 5 - Advisory Vote on Executive Compensation
The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the Meeting were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-votes
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22,125,370
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74,335
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349,586
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6,479,214
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Proposal No. 6 - Advisory Vote on Frequency of Advisory Vote on Executive Compensation
The votes cast on the advisory vote on the frequency of the advisory vote on executive compensation were as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-votes
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22,154,761
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55,003
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111,653
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227,874
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6,479,214
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Proposal No. 7 - Appointment of Independent Auditor
The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019 were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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28,670,478
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49,426
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308,601
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