UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amended)
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 22, 2011
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))
Explanatory Note
This Form 8-K/A is filed as an amendment ("Amendment No. 1") to the Current
Report on Form 8-K filed by Noble Roman's, Inc. (the "Registrant") with the
Securities and Exchange Commission on June 28, 2011. This Amendment No. 1 is
being filed to amend Item 5.07 to include the final voting results of the
Registrant's 2011 Annual Meeting of Shareholders, which it held on June 22,
2011(the "Annual Meeting").
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the record date for the Annual Meeting, April 25, 2011, 19,469,416
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 16,899,154 shares of the
Registrant's Common Stock and 8,500 shares of the Registrant's Series B
Preferred Stock, or 86% 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 2014 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, 2011.
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 H. Coape-Arnold 4,841,326 6,478,269 - 5,730,669
Mr. Douglas H. Coape-Arnold received a majority of the votes of the shares
voted and, therefore, was elected as a Class I Director to serve until 2014.
2. Ratification of Somerset CPAs, P.C. as the Registrant's independent
registered public accounting firm for the year ending December 31, 2011:
Votes For Votes Against Abstentions Broker Non-Votes
--------- ------------- ----------- ----------------
14,849,133 2,191,918 9,213 -
Somerset CPAs, P.C. received the affirmative vote of shareholders of the
majority of the shares represented in person or by proxy and were therefore
their appointment as the Company's public accounting firm for the year ending
December 31, 2011 was ratified.
* * *
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: July 7, 2011
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer