Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

At a special meeting of the shareholders of Bravo Brio Restaurant Group, Inc. (the “Company”), held on May 22, 2018, the shareholders voted to approve the proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 7, 2018 (the “Merger Agreement”), by and among the Company, Bugatti Parent, Inc. and Bugatti Merger Sub, Inc., and the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Company’s named executive officers in connection with the consummation of the merger contemplated by the Merger Agreement.

As of the close of business on April 18, 2018, the record date for the special meeting, there were 15,295,015 common shares outstanding and entitled to vote at the special meeting. Each common share was entitled to one vote. The holders of 10,744,018 common shares were present at the special meeting, either in person or represented by proxy, constituting a quorum. Each of the proposals is described in detail in the Company’s definitive proxy statement, dated April 18, 2018, which was filed with the U.S. Securities and Exchange Commission on April 18, 2018, and first mailed to the Company’s shareholders on or about April 20, 2018. Set forth below are the final voting results of each of the proposals.

Proposal 1. Approval and adoption of the Merger Agreement.

There were no broker non-votes with respect to this proposal.

Proposal 2. Non-binding advisory vote to approve merger-related compensation to our named executive officers.

There were no broker non-votes with respect to this proposal.

Since there were sufficient votes represented at the special meeting to approve the proposal to approve and adopt the Merger Agreement, the proposal to adjourn the special meeting to permit the further solicitation of proxies to approve and adopt the Merger Agreement was moot.

Item 5.07 Other Events.

On May 22, 2018, the Company issued a press release announcing that shareholders voted to approve the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 5.07 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-K:

Bravo Brio Restaurant Group, Inc. Exhibit
EX-99.1 2 pressrelease.htm EXHIBIT 99.1 Exhibit Bravo Brio Restaurant Group Shareholders Approve Merger Agreement with Spice Private Equity,…
To view the full exhibit click here

About Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG)

Bravo Brio Restaurant Group, Inc. is the owner and operator of approximately two Italian restaurant brands, including BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO). The Company operates approximately 120 restaurants in over 30 states. Additionally, approximately one BRIO restaurant is operated under a franchise agreement. It has over 110 operating locations, owns approximately four locations, of which over 100 are located adjacent to or in lifestyle centers and shopping malls, and over 10 are free-standing units. Its reward programs, called MyBRAVO Rewards and MyBRIO Rewards, are designed to reward guests for their continuous dining at its restaurants. Its guests can download a MyBRAVO/MyBRIO! Rewards mobile application, register their cards at BRAVO! and BRIO locations or online at www.myBRAVOReward.com or www.myBRIOReward.com. It also operates approximately one full-service American-French bistro restaurant in Columbus, Ohio under the brand Bon Vie.