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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 2010
NOBLE ROMAN'S, INC.
(Exact name of Registrant as specified in its charter)
Indiana 0-11104 35-1281154
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Company's telephone number, including area code)
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:
[ ] 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))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Noble Roman's, Inc. (the "Registrant") held its 2010 Annual Meeting of
Shareholders on April 28, 2010 (the "Annual Meeting"). As of the record date for
the Annual Meeting, March 11, 2010, 19,412,499 shares of the Registrant's Common
Stock and 20,625 shares of the Registrant's Series B Preferred Stock were issued
and outstanding and entitled to vote on the matters presented at said meeting.
Holders of 16,156,818 shares of the Registrant's Common Stock and 9,000 shares
of the Registrant's Series B Preferred Stock, or 82.5% of the outstanding votes
entitled to be cast at the Annual Meeting, which constituted a quorum, were
represented at the Annual Meeting in person or by proxy.
At the Annual Meeting, the Registrant's shareholders elected one Class I
director nominee with a term expiring in 2011 to the Board of Directors; elected
two Class II director nominees with terms expiring in 2012 to the Board of
Directors; elected two Class III director nominees with terms expiring in 2013
to the Board of Directors; and ratified the appointment of the independent
registered public accounting firm, Somerset CPAs, P.C., as the Registrant's
independent auditor for the year ending December 31, 2010.
The matters acted upon at the Annual Meeting, and the voting tabulation for
each matter, are as follows:
1. Election of one Class I director:
Class I Director Nominee Votes For Votes Withheld Abstentions Broker Non-Votes
------------------------ --------- -------------- ----------- ----------------
Douglas Coape-Arnold 9,593,229 1,147,860 - 5,575,728
2. Election of two Class II directors:
Class II Director Nominee Votes For Votes Withheld Abstentions Broker Non-Votes
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Jeffrey R. Gaither 9,593,229 1,147,860 - 5,575,728
Paul W. Mobley 9,762,629 978,460 - 5,575,728
3. Election of two Class III directors:
Class III Director Nominee Votes For Votes Withheld Abstentions Broker Non-Votes
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James F. Basili 10,733,049 8,040 - 5,575,728
A. Scott Mobley 9,478,829 1,262,260 - 5,575,728
4. Ratification of Somerset CPAs, P.C. as the Registrant's independent
registered public accounting firm for the year ending December 31, 2010:
Votes For Votes Against Abstentions Broker Non-Votes
---------- ------------- ----------- ----------------
16,270,877 30,210 15,730 -
* * *
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: April 30, 2010
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer