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):      April 30, 2019

 

Fiesta Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-35373		90-0712224
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
14800 Landmark Boulevard, Suite 500, Dallas, Texas				75254
(Address of principal executive offices)				(Zip Code)

 

 

Registrant's telephone number, including area code (972) 702-9300

 

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:

 

☐

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 240.13a-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

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, par value $.01 per share		FRGI		The NASDAQ Global Select Market

 

 

 

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On April 30, 2019, at the 2019 Annual Meeting of Stockholders (the “Meeting”) of Fiesta Restaurant Group, Inc. (the “Company”), Barry Alperin retired from the Company’s board of directors upon completion of his term at the Meeting.

 

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On April 30, 2019, the Company held its 2019 Annual Meeting of Stockholders.

 

At the Meeting, stockholders voted (i) to elect eight (8) directors of the Company to hold office in accordance with the By-laws of the Company until the 2020 Annual Meeting of Stockholders and until their respective successors shall have been elected and qualified; (ii) to adopt, on an advisory basis, a resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation” and (iii) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year. The final results of voting on the matters submitted to the stockholders are as follows:

 

Proposal 1. Election of Eight (8) directors of the Company:

 

Name		For				Against				Abstain				Broker Non-Vote
Stacey Rauch			19, 227,678				423,833				16,990				5,195,226
Nicholas Daraviras			19,528,399				123,112				16,990				5,195,226
Stephen Elker			19,528,966				122,545				16,990				5,195,226
Brian Friedman			16,945,085				2,709,226				14,190				5,195,226
Nicholas Shepherd			19,570,495				83,874				14,132				5,195,226
Richard Stockinger			19,496,919				157,553				14,029				5,195,226
Paul Twohig			19,573,775				80,561				14,165				5,195,226
Sherrill Kaplan			19,598,321				53,248				16,932				5,195,226

 

Proposal 2. Adoption, on an advisory basis, of a resolution approving the compensation of the Named Executive Officers as described in the Proxy Statement under “Executive Compensation”:

 

	For				Against				Abstain				Broker Non-Vote
	19,454,107				189,917				24,477				5,195,226

  

Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year:

 

For				Against				Abstain
	24,746,404				55,259				62,064

 

 

 

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.

  

	FIESTA RESTAURANT GROUP, INC.
Date: May 3, 2019	By:	/s/ Louis DiPietro
	Name:	Louis DiPietro SVP, General Counsel