form8k08477_09132012.htm
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): September 13, 2012
 
NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
1-3189
11-3166443
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
One Jericho Plaza, Jericho, New York
11753
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (516) 338-8500
 
N/A
(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. below):

o 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))

 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As described below, at the annual meeting of stockholders of Nathan’s Famous, Inc. (the “Company”) held on September 13, 2012, the stockholders of the Company approved an amendment to the Nathan’s Famous, Inc. 2010 Stock Incentive Plan (the “2010 Plan”) which, among other things, increased the number of shares of the Company’s common stock, par value $.01 per share (the “Common Stock”) subject to the 2010 Plan by 250,000 shares.  The amendment to the 2010 Plan was previously approved by the Company’s Board of Directors on July 16, 2012 subject to stockholder approval.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On September 13, 2012, Nathan’s Famous, Inc. (the “Company”) held its annual meeting of stockholders.  At the annual meeting, stockholders of the Company voted on the matters set forth below.  Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.
 
1.
The proposal to elect nine directors was approved based upon the following votes:
 
Name
For
Withheld
Broker Non-Votes
Robert J. Eide
3,265,751
  
75,585
  
820,194
  
Eric Gatoff
3,027,534
  
313,802
  
820,194
  
Brian S. Genson
3,273,679
  
67,657
  
820,194
  
Barry Leistner
3,300,063
  
41,273
  
820,194
  
Howard M. Lorber
2,908,346
  
432,990
  
820,194
  
Wayne Norbitz
2,988,495
  
342,841
  
820,194
  
Donald Perlyn
2,984,120
  
357,216
  
820,194
  
A.F. Petrocelli
2,907,799
  
433,537
  
820,194
  
Charles Raich
2,903,123
  
438,213
  
820,194
  


2.
The approval of an amendment to the 2010 Plan which will, among other things, increase the number of shares of the Company’s Common Stock, subject to the 2010 Plan by 250,000 shares:
 
For
Against
Abstain
Broker Non-Votes
2,538,660
791,478
11,198
820,194


3.
The proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal 2013 was approved based on the following votes:
 
For
Against
Abstain
Broker Non-Votes
4,129,291
8,619
23,620
0
 
 
2
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
    
       
 
99.1
Amendment to the Nathan’s Famous, Inc. 2010 Stock Incentive Plan
 
 
3
 
 
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.
 
Dated:  September 14, 2012
NATHAN’S FAMOUS, INC.
   
   
 
By:
/s/ Ronald DeVos
   
Name:
Ronald DeVos
   
Title:
Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)
 
 
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