8-K 1 tv529900_8k.htm FORM 8-K





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) September 18, 2019



(Exact name of registrant as specified in its charter)
Delaware 1-35962 11-3166443
(State or Other Jurisdiction
of Incorporation)
File Number)
(IRS Employer
Identification No.)
One Jericho Plaza, Jericho, New York 11753

(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 338-8500



(Former Name or Former Address, If Changed Since Last Report)


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 per share NATH The NASDAQ Global Market


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


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The proposal to adopt the Nathan’s Famous, Inc. 2019 Stock Incentive Plan (the “2019 Plan”) was approved at the annual meeting of the stockholders of Nathan’s Famous, Inc. (the “Company”) on September 18, 2019. The terms of the 2019 Plan are set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the "SEC") on July 26, 2019, as amended by the Supplement to Proxy Statement filed with the SEC on August 14, 2019, each of which are incorporated by reference herein.


Item 5.07 Submission of Matters to a Vote of Security Holders.


On September 18, 2019, the Company held its annual meeting of stockholders. At the annual meeting, stockholders of the Company voted on the matters set forth below. Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.


1. The proposal to elect eight directors was approved based upon the following vote:





Broker Non-Votes

Robert J. Eide 2,837,261 313,296 748,926
Eric Gatoff 3,087,442 63,115 748,926
Brian S. Genson 2,893,682 256,875 748,926
Barry Leistner 3,050,131 100,426 748,926
Howard M. Lorber 2,264,092 886,465 748,926
Wayne Norbitz 2,972,009 178,548 748,926
A.F. Petrocelli 2,792,004 358,553 748,926
Charles Raich 2,931,688 218,869 748,926


2. The proposal to adopt the 2019 Plan was approved based on the following vote:






3,097,977 50,563 2,017 748,926


3. The proposal to ratify the appointment of Marcum LLP as the Company’s auditors for fiscal year 2020 was approved based on the following vote:






3,708,481 43,982 147,020 0


4. The non-binding stockholder proposal to request that the board of directors of the Company initiate the appropriate processes to amend the Company’s certificate of incorporation and/or by-laws to require a majority vote in uncontested elections of directors of the Company was not approved based on the following vote:






1,105,844 1,228,984 815,730 748,925







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: September 23, 2019 NATHAN’S FAMOUS, INC.

/s/ Ronald DeVos

    Name: Ronald DeVos
    Title: Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)