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):
|
June 23, 2020
|
Rave Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
|
Missouri
|
0-12919
|
45-3189287
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
3551 Plano Parkway, The Colony, Texas
|
75056
|
|
|
(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
|
|
Common Stock, $0.01 par value
|
RAVE
|
Nasdaq Capital Market
|
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 June 23, 2020. Of the 15,132,040 shares of
common stock of the Company entitled to vote at the meeting, 8,957,204 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
|
|
Mark E. Schwarz
|
7,781,961
|
1,175,243
|
-0-
|
|
Brian T. Bares
|
8,287,523
|
669,681
|
-0-
|
|
Clinton J. Coleman
|
7,521,430
|
1,435,774
|
-0-
|
|
William C. Hammett, Jr.
|
7,432,303
|
1,524,901
|
-0-
|
|
Robert B. Page
|
7,461,378
|
1,495,826
|
-0-
|
|
Ramon D. Phillips
|
7,461,628
|
1,495,576
|
-0-
|
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 May 8, 2020, including the compensation tables and narrative discussion.”
At the Annual Meeting, 8,359,791 shares were voted in favor of the Say-On-Pay Resolution; 295,450 shares were voted against the Say-On-Pay
Resolution; 301,963 shares abstained from voting on the Say-On-Pay Resolution; and there were no broker non-votes on the Say-On-Pay Resolution.
Proposal No. 3 – Advisory Vote on Say-On-Frequency Proposal
The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following Say-On-Frequency
Proposal:
“PROPOSED, that the frequency with which the Company shall submit to its shareholders for an advisory
vote a resolution approving the compensation of its named executive officers shall be either (select one): (i) every year; (ii) every two years; or (iii) every three years.”
With respect to the Say-On-Frequency Proposal, 8,453,354 shares were voted in favor of “Every Year;” 69,795 shares were voted in favor of
“Every Two Years;” 34,277 shares were voted in favor of “Every Three Years;” 399,778 shares abstained from voting on the Say-On-Frequency Proposal; and there were no broker non-votes on the Say-On-Frequency Proposal.
Other Matters
No other matters were voted on 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: June 26, 2020
|
By:
|
/s/ CLINTON D. FENDLEY
|
|
Clinton D. Fendley
|
||
|
Vice President – Finance
|
||
|
(principal financial officer)
|