Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On December14, 2017, Bravo Brio Restaurant Group, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Meeting”) in Columbus, Ohio, at which the following proposals were submitted to a vote of the Company’s shareholders:
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the election of three Class I directors to the Company’s Board of Directors. |
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the ratification of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017. |
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a non-binding advisory vote on the frequency of an advisory vote on executive compensation. |
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the approval of executive compensation on a non-binding, advisory basis. |
For more information about the foregoing proposals, see the Company’s proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on November2, 2017, the relevant portions of which are incorporated herein by reference. Holders of the Company’s common shares were entitled to one vote per share on all matters voted on by shareholders at the Meeting.
The total number of the Company’s common shares, no par value per share, voted in person or by proxy at the Meeting was 13,385,397, representing approximately 88% of the total shares outstanding and entitled to vote at the Meeting. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below.
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The proposal to elect the nominees listed below as Class I directors of the Company. |
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For |
Against |
Abstain |
Broker Non-Votes |
|
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Thomas J. Baldwin |
5,281,900 |
3,929,998 |
83,254 |
4,090,245 |
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James S. Gulmi |
5,276,869 |
3,939,076 |
79,207 |
4,090,245 |
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Brian T. O'Malley |
5,984,484 |
3,235,573 |
75,095 |
4,090,245 |
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The proposal to ratify the selection of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
|
Ratification of Deloitte& Touche LLP |
13,089,022 |
293,143 |
3,232 |
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The non-binding advisory vote on the frequency of a vote on the Company’s executive compensation. |
|
1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
|
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Frequency of a vote on executive compensation |
8,629,976 |
8,532 |
631,256 |
16,663 |
4,098,970 |
Based on these results, the Company’s Board of Directors determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers once every year until the next frequency vote. A frequency vote is required to be held at least once every six years.
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The non-binding advisory vote on the Company’s executive compensation. |
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For |
Against |
Abstain |
Broker Non-Votes |
|
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Vote on executive compensation |
6,598,457 |
2,688,088 |
8,607 |
4,090,245 |
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.
