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):
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (469 ) 384-5000
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
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. ☐
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
|
An Annual Meeting of Shareholders of Rave Restaurant Group, Inc. (the “Company”) was held on December 14, 2021. Of the 18,004,904 shares of common
stock of the Company entitled to vote at the meeting, 11,937,498 shares were represented at the Annual Meeting in person or by proxy.
Proposal One – Election of Directors
At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite
their respective names:
|
Director
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
Clinton J. Coleman
|
7,931,677
|
198,595
|
3,807,226
|
|
William C. Hammett, Jr.
|
7,686,484
|
443,788
|
3,807,226
|
|
Robert B. Page
|
7,928,895
|
201,377
|
3,807,226
|
|
Mark E. Schwarz
|
7,702,418
|
427,854
|
3,807,226
|
Proposal Two - Advisory Vote on Resolution to Approve Executive Compensation
The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):
“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s named executive officers
as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s Proxy Statement dated October 25, 2021, including the compensation tables and narrative discussion.”
At the Annual Meeting, 7,823,422 shares were voted in favor of the Say-On-Pay Resolution; 250,544 shares were voted against the Say-On-Pay Resolution; 56,306 shares
abstained from voting on the Say-On-Pay Resolution; and 3,807,226 shares were broker non-votes on the Say-On-Pay Resolution.
Proposal Three - Ratification of Selection of Independent Accountants
Shareholders also ratified the selection of Armanino LLP (“Armanino”) as the independent registered public accounting firm of the Company for fiscal
2022. At the Annual Meeting, 11,881,873 shares were voted in favor of the selection of Armanino; 35,482 shares were voted against the selection of Armanino; and 20,143 shares abstained from voting on the selection of Armanino.
No other matters were voted upon at the Annual Meeting.
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.
|
RAVE RESTAURANT GROUP, INC.
|
||
|
Date: December 16, 2021
|
By:
|
/s/ CLINTON D. FENDLEY
|
|
Clinton D. Fendley
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|