0001144204-17-033905.txt : 20170626 0001144204-17-033905.hdr.sgml : 20170626 20170623193242 ACCESSION NUMBER: 0001144204-17-033905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170622 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170626 DATE AS OF CHANGE: 20170623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONE Group Hospitality, Inc. CENTRAL INDEX KEY: 0001399520 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 141961545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37379 FILM NUMBER: 17928731 BUSINESS ADDRESS: STREET 1: 411 W. 14TH STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212 277 5351 MAIL ADDRESS: STREET 1: 411 W. 14TH STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: COMMITTED CAPITAL ACQUISITION Corp DATE OF NAME CHANGE: 20110523 FORMER COMPANY: FORMER CONFORMED NAME: PLASTRON ACQUISITION CORP II DATE OF NAME CHANGE: 20070515 8-K 1 v469593_8k.htm FORM 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 22, 2017

 

THE ONE GROUP HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37379   14-1961545

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

411 W. 14th Street, 2nd Floor

New York, New York 10014

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (646) 624-2400

 

(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 (see General Instruction A.2. below):

 

  ¨ 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))

 

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a) On June 22, 2017, The ONE Group Hospitality, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 25,057,265 shares of common stock issued, outstanding and eligible to vote as of the record date of May 3, 2017, a quorum of 16,981,848 shares, or approximately 68% of the eligible shares, was present in person or represented by proxy.

 

(b) The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the outcome, number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter.

 

Proposal No. 1: Election of Director:

 

Michael Serruya was elected to the Company’s Board of Directors to serve until the 2020 Annual Meeting of Stockholders, and until his respective successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal, based on the following votes:

 

Name

   Votes For    

Votes

Withheld

    

Broker

Non-Votes

  
Michael Serruya     13,605,625       236,660       3,139,563  

 

Proposal No. 2: Ratify Selection of Independent Registered Public Accounting Firm:

 

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified, based on the following votes:

 

Votes For 

   Votes Against   Votes Abstained
16,941,015   39,616   1,217

 

Proposal 3: Approve an Advisory Vote on the Compensation of the Company’s Named Executive Officers:

 

The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved on an advisory basis, based on the following votes:

 

Votes For 

  

Votes

Against

   Votes
Abstained		  

Broker

Non-Votes

13,640,041   198,597   3,647   3,139,563

 

 

 

 

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: June 23, 2017 THE ONE GROUP HOSPITALITY, INC.
     
  By: /s/ Jonathan Segal
  Name: Jonathan Segal
  Title: Chief Executive Officer