8-K

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): June 3, 2010

DIVERSIFIED RESTAURANT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada	000-53577	03-0606420
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27680 Franklin Road Southfield, MI	48034
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (248) 223-9160

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On Thursday, June 3, 2010, AMC Ft. Myers, Inc. a wholly-owned subsidiary of Diversified Restaurant Holdings, Inc. (the “Company”) entered into a Buffalo Wild Wings Franchise Agreement (the “Franchise Agreement”) for the purpose of operating a Buffalo Wild Wings restaurant to be located at 9390 Dynasty Drive, Suite 101, Ft. Myers, FL 33905. The Franchise Agreement is guaranteed by the Company and T. Michael Ansley, who is President, CEO, Chairman of the Board of Directors and a principal shareholder of the Company. The franchisor is:

Buffalo Wild Wings International, Inc. (“BWWI”)
5500 Wayzata Blvd., Suite 1600
Minneapolis, MN 55416

The term of the Franchise Agreement is 20 years plus two optional renewal terms (the first renewal term is for 10 years and the second renewal term is for 5 years).

The franchise fees associated with the Franchise Agreement consist of an initial franchise fee of $10,000 payable at execution of the Agreement, plus an ongoing royalty fee that is measured as a percentage of gross sales and is payable weekly. The royalty fee is fixed at 5% for the first half of the initial term and may not be increased by more than 1/2% during the second half of the initial term. Royalty fees during any renewal term will be set by agreement of the parties. The Franchise Agreement also contains an advertising fee of 3% of gross sales and is payable weekly. BWWI may increase the advertising fee upon 60 days prior notice. However, the advertising fee may not be increased more than 1/2% during any given year and the advertising fee may not exceed 4% of gross sales during the initial term.

The Ft. Myers restaurant will be the Company’s 19^th Buffalo Wild Wings restaurant. The Company is required to operate a total of 38 Buffalo Wild Wings restaurants by 2017.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of Registrant

The information required by Item 2.03 is included in Item 1.01 above and is incorporated by reference herein.

Item 5.01 Submission of Matters to Vote of Security Holders

On June 3, 2010, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, 14,477,370 shares were represented in person or via proxy, representing 76.7% of the shares entitled to be voted at the Annual Meeting and constituting a quorum of the shareholders. The shareholders voted in favor of the three proposals set forth in the Company’s Meeting Notice and Definitive Proxy Statement filed with the Securities and Exchange Commission on May 3, 2010 and mailed to the shareholders on or about May 7, 2010.

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First, the shareholders voted to increase the size of the Board of Directors from five to seven. The number of votes cast for this proposal were as follows: 14,477,370 For; 0 Withheld; 0 Abstentions and Broker Non-Votes.

Second, the shareholders voted to elect the following directors:

					Abstain/Broker
Directors	For		Withheld		Non-Votes
T. Michael Ansley		14,021,367		0		456,003
David G. Burke		14,021,367		0		456,003
Gregory Stevens		14,021,367		0		456,003
Jay A. Dusenberry		14,021,367		0		456,003
David Ligotti		14,021,367		0		456,003
Bill McClintock		14,021,367		0		456,003
Joseph M. Nowicki		14,021,367		0		456,003

Third, the shareholders voted to ratify the continued appointment of Silberstein Ungar, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2010. The number of votes cast for this proposal were as follows: 14,477,370 For; 0 Withheld; 0 Abstentions and Broker Non-Votes.

Item 8.01 Other Events.

On June 4, 2010, the Company issued a press release announcing the Franchise Agreement described above. A copy of the press release is attached hereto as Exhibit 99.01 and is incorporated by reference.

On June 4, 2010, the Company issued a press release announcing the election of two new Board members, increasing its size from five to seven Board members. A copy of the press release is attached hereto as Exhibit 99.02 and is incorporated by reference.

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Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are included with this Report:

Exhibit 99.01 Press Release dated June 4, 2010.

Exhibit 99.02 Press Release dated June 4, 2010.

SIGNATURES

In accordance with Section 13 or 15(d) 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.

	DIVERSIFIED RESTAURANT HOLDINGS, INC.
Dated:  June 8, 2010	By:	/s/ T. Michael Ansley
	Name:	T. Michael Ansley
	Title:	President

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EX-99.01

Exhibit 99.01

NEWS RELEASE 27680 Franklin Road Southfield, Michigan 48034

FOR IMMEDIATE RELEASE

Investor Contact:	Company Contact:
Deborah K. Pawlowski/James M. Culligan	Shannon Kubenez
Kei Advisors LLC	Director of Marketing
Phone: 716.843.3908/ 716.843.3874	Phone: 248.223.9160
Email: dpawlowski@keiadvisors.com/jculligan@keiadvisors.com	Email: skubenez@baggerdaves.com

Diversified Restaurant Holdings Expands its Buffalo Wild Wings^®
Operations in Florida

Fort Myers location will be the Company’s 19^th Restaurant

SOUTHFIELD, MI, June 4, 2010 — Diversified Restaurant Holdings, Inc. (OTCBB: DFRH) (“DRH” or “the Company”), the owner/operator and franchisor of the unique, full-service, ultra-casual restaurant and bar Bagger Dave’s Legendary Burgers & Fries^® (“Bagger Dave’s”) and a leading franchisee for Buffalo Wild Wings^® (“BWW”), announced today that it signed an agreement and is moving ahead with plans to open its sixth BWW store in Florida. This is the Company’s 19^th location under its Area Development Agreement with Buffalo Wild Wings, Inc., in which it is required to operate a total of 38 BWW locations in Michigan and Florida by 2017.

The new restaurant will be part of The Forum at Fort Myers, located east of I-75, a 700-plus acre master-planned, mixed-use development featuring upscale shopping, dining, and entertainment along with residential and commercial space. Other co-tenants occupying space at The Forum include Bed, Bath & Beyond, Best Buy, Books A Million, Five Guys, Home Depot, Staples, Starbucks, Subway, and Target. Construction on the new store is expected to begin in August with a targeted opening date in November 2010. The Fort Myers store will be the Company’s third BWW restaurant opening in 2010. DRH previously announced new BWW stores in Marquette and Chesterfield, Michigan. The Marquette store is expected to open this weekend and the Chesterfield store has a planned August opening.

The Company also opened its third Bagger Dave’s store in Novi, Michigan, earlier this year and is evaluating the possibility of a fourth Bagger Dave’s opening in Michigan later this year.

Michael Ansley, President and CEO of DRH, commented, “Our recently executed $6 million development line of credit has afforded us the opportunity to enter the rapidly growing Fort Myers market as part of The Forum at Fort Myers. There are over 100,000 shoppers within a five-mile radius of The Forum and the average household income of the typical shopper at The Forum is estimated to be above $100,000. Looking ahead, we plan to evaluate other potential BWW locations in both Michigan and Florida and plan to continue the expansion of our Bagger Dave’s concept, both through corporate-owned locations and future franchise arrangements.”

About Diversified Restaurant Holdings
DRH is a leading BWW^® franchisee, operates16 BWW restaurants (five in Florida and 11 in Michigan), and is the recipient of many franchise awards including the Highest Annual Restaurant Sales.

The Company also owns and operates its own unique, full-service, ultra-casual restaurant concept, Bagger Dave’s, which was launched in January 2008. The concept focuses on local flair with the interior showcasing historic photos of the city in which it resides. Bagger Dave’s offers a full-service, family-friendly restaurant and bar with a casual, comfortable atmosphere. The menu features freshly made burgers (never frozen), accompanied by more than 30 toppings from which to choose, fresh-cut fries, hand-dipped milkshakes, and a selection of craft beer and wine. Signature items include Sloppy Dave’s BBQ^®, Train Wreck Burger^®, and Bagger Dave’s Amazingly Delicious Turkey Black Bean Chili™. There’s also an electric train that runs above the dining room and bar areas. All current and future locations will be smoke-free. Currently, there are three locations in the state of Michigan. DRH has filed for rights, and has been approved, to franchise Bagger Dave’s in the states of Michigan, Indiana, and Ohio. An additional franchising filing in the state of Illinois remains open, pending review by the pertinent authorities. For more information, please visit www.baggerdaves.com

Diversified Restaurant Holdings Expands its Buffalo Wild Wings^® Operations in Florida
June 4, 2010
Page 2

DRH routinely posts news and other important information on its Web site at www.diversifiedrestaurantholdings.com.

Safe Harbor Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are subject to risks, uncertainties, and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. Forward-looking statements are based upon the current beliefs and expectations of management. All statements addressing operating performance, events, or developments that DRH expects or anticipates will occur in the future, including but not limited to franchise sales, store openings, financial performance, and adverse developments with respect to litigation or increased litigation costs, the operation or performance of the Company’s business units, or the market price of its common stock are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. Actual results may vary materially from those contained in forward-looking statements based on a number of risk factors and uncertainties including, without limitation, our ability to operate in new markets, the cost of commodities, the success of our marketing and other initiatives to attract customers, customer preferences, operating costs, economic conditions, competition, the availability of financing for franchisees and the Company, and the impact of applicable regulations. These and other risk factors and uncertainties are more fully described in DRH’s most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission. Undue reliance should not be placed on DRH’s forward-looking statements. Except as required by law, DRH disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

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EX-99.02

Exhibit 99.02

NEWS RELEASE 27680 Franklin Road Southfield, Michigan 48034

FOR IMMEDIATE RELEASE

Investor Contact:	Company Contact:
Deborah K. Pawlowski/James M. Culligan	Shannon Kubenez
Kei Advisors LLC	Director of Marketing
Phone: 716.843.3908/ 716.843.3874	Phone: 248.223.9160
Email: dpawlowski@keiadvisors.com/jculligan@keiadvisors.com	Email: skubenez@baggerdaves.com

Diversified Restaurant Holdings Expands Board of Directors

SOUTHFIELD, MI, June 4, 2010 — Diversified Restaurant Holdings, Inc. (OTCBB: DFRH) (“DRH” or “the Company”), the owner/operator and franchisor of the unique, full-service, ultra-casual restaurant and bar, Bagger Dave’s Legendary Burgers & Fries^® (“Bagger Dave’s”), and a leading franchisee for Buffalo Wild Wings^® (“BWW”), announced that Bill McClintock and Joseph M. Nowicki were elected new members of the Company’s Board of Directors at its June 3, 2010 Annual Meeting of Shareholders. Mr. Nowicki will serve as a member of the Audit Committee as well. Shareholders also re-elected the current members of the Board of Directors and approved an increase in the number of board seats, from five to seven.

Michael Ansley, Chairman, President, and Chief Executive Officer of DRH, commented “Bill McClintock and Joe Nowicki, both independent directors, are outstanding additions to our Board and we will benefit greatly from the experience they bring to DRH. Bill’s background in franchise development will be invaluable as we establish the franchising operations for our Bagger Dave’s^® concept and expand our Buffalo Wild Wings operations. Joe’s experience in public company finances and capital markets will offer wise counsel to our management team. I look forward to working with our expanded Board as we pursue our growth strategies for both Bagger Dave’s and Buffalo Wild Wings.”

Mr. McClintock brings 24 years of experience to DRH. Since November 2008, he has served as Senior Vice President of Development at McAlister’s Franchise Corporation, an operator and franchiser of quick-casual restaurants in more than 20 states, where he is responsible for all aspects of franchise sales, real estate, and construction. Previously, he was Vice President of Sales and Development at BWW for ten years and saw BWW evolve into one of the fastest-growing casual dining brands in the U.S. Mr. McClintock earned his bachelor’s and master’s degrees from Drake University in Des Moines, Iowa.

Mr. Nowicki is Chief Financial Officer of Spartan Motors, Inc., a publicly-traded manufacturer of specialty vehicles, and is responsible for its finance, human resources, and information systems functions. Prior to joining Spartan in June 2009, he was a key member of furniture manufacturer Herman Miller’s management team, where he served for 17 years in positions of increasing responsibility within its finance department. Mr. Nowicki earned a Masters of Business Administration at the University of Michigan and a Bachelors Degree in Accounting at Canisius College in Buffalo, New York. He is a Certified Public Accountant.

About Diversified Restaurant Holdings
DRH is a leading BWW^® franchisee, operates16 BWW restaurants (five in Florida and 11 in Michigan), and is the recipient of many franchise awards including the Highest Annual Restaurant Sales.

Diversified Restaurant Holdings Expands Board of Directors
June 4, 2010
Page 2

The Company also owns and operates its own unique, full-service, ultra-casual restaurant concept, Bagger Dave’s, which was launched in January 2008. The concept focuses on local flair with the interior showcasing historic photos of the city in which it resides. Bagger Dave’s offers a full-service, family-friendly restaurant and bar with a casual, comfortable atmosphere. The menu features freshly made burgers (never frozen), accompanied by more than 30 toppings from which to choose, fresh-cut fries, hand-dipped milkshakes, and a selection of craft beer and wine. Signature items include Sloppy Dave’s BBQ^®, Train Wreck Burger^®, and Bagger Dave’s Amazingly Delicious Turkey Black Bean Chili™. There’s also an electric train that runs above the dining room and bar areas. All current and future locations will be smoke-free. Currently, there are three locations in the State of Michigan. DRH has filed for rights, and has been approved, to franchise Bagger Dave’s in the States of Michigan, Indiana, and Ohio. An additional franchising filing in the State of Illinois remains open, pending review by the pertinent authorities. For more information, please visit www.baggerdaves.com.

DRH routinely posts news and other important information on its Web site at www.diversifiedrestaurantholdings.com.

Safe Harbor Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements are subject to risks, uncertainties, and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. Forward-looking statements are based upon the current beliefs and expectations of management. All statements addressing operating performance, events, or developments that DRH expects or anticipates will occur in the future, including but not limited to franchise sales, store openings, financial performance, and adverse developments with respect to litigation or increased litigation costs, the operation or performance of the Company’s business units, or the market price of its common stock are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. Actual results may vary materially from those contained in forward-looking statements based on a number of risk factors and uncertainties including, without limitation, our ability to operate in new markets, the cost of commodities, the success of our marketing and other initiatives to attract customers, customer preferences, operating costs, economic conditions, competition, the availability of financing for franchisees and the Company, and the impact of applicable regulations. These and other risk factors and uncertainties are more fully described in DRH’s most recent Annual and Quarterly Reports filed with the Securities and Exchange Commission. Undue reliance should not be placed on DRH’s forward-looking statements. Except as required by law, DRH disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

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