UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 26, 2024, following the affirmative vote of the stockholders in favor of Proposal No. 2 at the 2024 Annual Meeting of Stockholders of FAT Brands Inc. (the “Company”), the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to allow for the exculpation of its officers as permitted under the Delaware General Corporation Law. A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
2024 Annual Meeting of Stockholders
On December 24, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, four proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 4, 2024. Holders of shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect an aggregate of the number of votes per share to which all classes of common stock were entitled to vote at the Annual Meeting. The aggregate voting power of all outstanding classes of common stock at the Annual Meeting amounted to 2,557,524,340 votes.
Proposal No. 1 – Election of Directors. Stockholders elected 14 nominees for director to the Company’s Board of Directors to hold office until the 2025 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The vote regarding this proposal was as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||
| John S. Allen | 1,758,310,612 | 54,354,585 | 207,061,638 | |||
| Donald J. Berchtold | 1,750,209,123 | 62,456,073 | 207,061,638 | |||
| Tyler B. Child | 1,745,781,195 | 66,884,001 | 207,061,638 | |||
| Lynne L. Collier | 1,755,316,077 | 57,349,119 | 207,061,638 | |||
| Mark Elenowitz | 1,738,876,466 | 73,788,731 | 207,061,638 | |||
| James G. Ellis | 1,759,738,693 | 52,926,503 | 207,061,638 | |||
| Peter R. Feinstein | 1,759,532,113 | 53,133,064 | 207,061,638 | |||
| Matthew H. Green | 1,759,736,562 | 52,928,634 | 207,061,638 | |||
| John C. Metz | 1,749,902,436 | 62,762,760 | 207,061,638 | |||
| Carmen Vidal | 1,750,202,800 | 62,462,396 | 207,061,638 | |||
| Andrew A. Wiederhorn | 1,655,947,022 | 156,718,155 | 207,061,638 | |||
| Mason A. Wiederhorn | 1,748,968,107 | 63,697,070 | 207,061,638 | |||
| Taylor A. Wiederhorn | 1,748,947,178 | 63,717,999 | 207,061,638 | |||
| Thayer D. Wiederhorn | 1,748,947,082 | 63,718,095 | 207,061,638 |
Proposal No. 2 –Amendment to the Company’s Certificate of Incorporation to allow for the exculpation of officers. The proposal to approve an amendment to the Company’s Certificate of Incorporation to allow for the exculpation of its officers was approved. The vote regarding this proposal was as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 1,674,424,692 | 117,278,105 | 20,964,377 | 207,059,641 |
Proposal No. 3 –Advisory Vote on the Compensation of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved. The vote regarding this proposal was as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 1,797,360,508 | 12,857,639 | 2,449,026 | 207,059,642 |
Proposal No. 4 –Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the selection of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2024 was approved. The vote regarding this proposal was as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 2,008,540,783 | 3,824,881 | 7,361,151 | N/A |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on December 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
Date: December 30, 2024
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||