UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 23, 2018
Date of report (date of earliest event reported)
The Habit Restaurants, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36749 | 36-4791171 | ||
| (State or other jurisdictions of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Nos.) |
17320 Red Hill Avenue, Suite 140
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
(949) 851-8881
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 23, 2018, the Board of Directors (the “Board”) of The Habit Restaurants, Inc. (the “Company”) expanded the size of the Board from seven directors to eight directors. The Board then, upon the recommendation of the Nominating & Corporate Governance Committee, elected Karin Timpone to the Board as a Class I director to hold office until the 2021 annual meeting of stockholders. The Board determined that Ms. Timpone is an independent director in accordance with applicable Nasdaq listing rules and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Ms. Timpone has not yet been appointed to serve on any committees of the Board.
Ms. Timpone has served as Global Marketing Officer of Marriott International, Inc. (NASDAQ: MAR) since 2013. Previously, she served as Senior Vice President, Product Strategy, Marketing and Business Development, DisneyABC Digital Media at the Walt Disney Company, Head of Consumer and Customer innovation at Yahoo! Inc. and Senior Vice President, Marketing, Communications and Research, at Universal Studios Inc. She graduated from Bryn Mawr College with a Bachelor of Arts in Political Science. She received her Master of Arts in Media Ecology at New York University. In light of Ms. Timpone’s marketing and branding experience in the hospitality and entertainment industries, the Board concluded that she is well qualified to serve as a director on the Board. There are no related party transactions between the Company and Ms. Timpone that are subject to disclosure under Item 404(a) of Regulation S-K.
Ms. Timpone will be compensated for her service as a director in accordance with Habit’s non-employee director compensation program as generally described in Habit’s proxy statement for its 2018 annual meeting of stockholders, filed with the SEC on April 24, 2018. Ms. Timpone will enter into the Company’s standard form of indemnification agreement, the form of which has been filed as Exhibit 10.11 to the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on November 5, 2014.
On October 25, 2018, the Company issued a press release announcing the appointment of Ms. Timpone to the Board. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated October 25, 2018 issued by The Habit Restaurants, Inc. | |
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.
| The Habit Restaurants, Inc. | ||||||
| By: | /s/ Ira Fils | |||||
| Ira Fils | ||||||
| Chief Financial Officer and Secretary | ||||||
Date: October 25, 2018
Exhibit 99.1
The Habit Restaurants, Inc. Appoints Karin Timpone to the Board of Directors
IRVINE, Calif., October. 25, 2018 — The Habit Restaurants, Inc. (Nasdaq: HABT) (“The Habit”), today announced the appointment of Karin Timpone to its Board of Directors effective October 23, 2018. Ms. Timpone will serve on the Governance and Compensation committees.
“We are very excited to welcome Karin to our Board of Directors,” said Russ Bendel, President and Chief Executive Officer of The Habit Restaurants, Inc. “Karin brings with her extensive global media and marketing expertise in the consumer sector, which will be beneficial to The Habit as we look to strengthen and grow our brand in an ever changing consumer environment. We believe that her impressive experience with a focus on innovation and transformation of brands will add valuable perspective to our Board of Directors.”
Ms. Timpone is currently Global Marketing Officer of Marriott International, Inc. Prior to joining Marriott, she was Senior Vice President of Digital Media for The Walt Disney Company. Ms. Timpone has also held leadership roles at other major corporations such as Yahoo!, Universal Studios, Inc., and The Seagram Company, Ltd. Ms. Timpone has been recognized on the Forbes list of Most Influential CMOs, Business Insider’s 50 Most Innovative CMOs, Adweek’s Top 50 in Media and Technology as well as Adweek Brand Genius and Ad Age Women to Watch. Under her leadership, Marriott has been recognized with two awards in the Creative Data Category at the Cannes Lions International Festival of Creativity. She graduated from Bryn Mawr College with a Bachelor of Arts in Political Science. She received her Master of Arts in Media Ecology at New York University.
About The Habit Restaurants, Inc.
The Habit Burger Grill is a burger-centric, fast casual restaurant concept that specializes in preparing fresh, made-to-order chargrilled burgers and sandwiches featuring USDA choice tri-tip steak, grilled chicken and sushi-grade tuna cooked over an open flame. In addition, it features fresh made-to-order salads and an appealing selection of sides, shakes and malts. The Habit was named the “best tasting burger in America” in July 2014 in a comprehensive survey conducted by one of America’s leading consumer magazines. The first Habit opened in Santa Barbara, California in 1969. The Habit has since grown to over 240 restaurants in 11 states throughout California, Arizona, Utah, New Jersey, Florida, Idaho, Virginia, Nevada, Washington, Maryland and Pennsylvania, as well as six international locations.
CONTACTS:
Investors:
(949) 943-8692
HabitIR@habitburger.com
Media:
(949) 943-8691
Media@habitburger.com