Form 8-K - Current report

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)
March 4, 2024


Good Times Restaurants Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-18590	84-1133368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

651 Corporate Circle, Suite 200, Golden, CO 80401
(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (303) 384-1400

Not applicable
(Former name or former address, if changed since last report.)

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.):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	GTIM	Nasdaq Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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

Submission of Matters to a Vote of Security Holders

On February 27, 2024, Good Times Restaurants Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). The Company’s shareholders voted on three proposals: (1) to elect four directors of the Company to serve for the next year; (2) to submit an advisory vote on the compensation of the Company’s named executive officers; and (3) to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 25, 2024. These matters are more fully described in the Company’s Proxy Statement for the 2024 Annual Meeting which was filed with the Securities and Exchange Commission on January 12, 2024.

The shareholders elected all four director nominees and approved the advisory vote on the compensation of the Company’s named executive officers and the ratification of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 25, 2024.

Proposal 1:

Election of Directors

The Company’s shareholders elected the following four nominees to the Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors:

	For		Withheld		Broker Non-Votes
Charles E. Jobson		4,727,795		288,195		3,911,110
Jason S. Maceda		4,516,923		499,067		3,911,110
Jennifer C. Stetson		4,741,012		274,978		3,911,110
Ryan M. Zink		4,473,773		542,217		3,911,110

Proposal 2:

To submit an advisory vote on the compensation of the Company’s named executive officers

		For				Against				Abstain				Broker Non-Votes
			4,834,146				160,257				21,587				3,911,110

Proposal 3:

To ratify the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 25, 2024

		For				Against				Abstain
			8,833,673				10,561				82,866

Item 8.01

Other Events

The Company’s Board of Directors elected the Chairman of the Board and Board of Director Committee Members set forth below. Biography information is more fully described the Company’s Proxy Statement for the 2024 Annual Meeting.

Charles E. Jobson will serve as Chairman of the Board.

Audit Committee		Compensation Committee
Jason S. Maceda, Committee Chairman		Jennifer C. Stetson, Committee Chairman
Charles E. Jobson		Charles E. Jobson
Jennifer C. Stetson

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.

	GOOD TIMES RESTAURANTS INC.

Date: March 4, 2024
	Ryan M. Zink
	President and Chief Executive Officer

Document And Entity Information	Mar. 04, 2024
Document Information [Line Items]
Entity, Registrant Name	Good Times Restaurants Inc.
Document, Type	8-K
Document, Period End Date	Mar. 04, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	000-18590
Entity, Tax Identification Number	84-1133368
Entity, Address, Address Line One	651 Corporate Circle, Suite 200
Entity, Address, City or Town	Golden
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	384-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GTIM
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000825324