Carrols Restaurant Group, Inc. (NASDAQ:TAST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

7 years ago

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

On June 8, 2017, at the Annual Meeting of Stockholders (the Annual
Meeting) of Carrols Restaurant Group, Inc. (the Company), Joel M.
Handel retired from the Company’s board of directors upon
completion of his term effective as of the Annual Meeting.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On June 8, 2017, the Company amended Section (A) of Article NINTH
of its Restated Certificate of Incorporation (the “Restated
Certificate of Incorporation”) to provide for a majority voting
standard in uncontested elections of directors. The text of the
changes to Section (A) of Article NINTH of the Restated Certificate
of Incorporation is attached hereto as Exhibit 3.1 and incorporated
by reference herein.

On June 8, 2017 the Company amended Article II, Section 1 of its
Amended and Restated Bylaws (the “Amended and Restated Bylaws”)
to provide for a majority voting standard in uncontested elections
of directors. The text of the changes to Article II, Section 1 of
the Amended and Restated Bylaws is attached hereto as Exhibit 3.2
and incorporated by reference herein.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 8, 2017, the Company held the Annual Meeting of
Stockholders.

At the Annual Meeting, stockholders (i) re-elected Hannah S. Craven
and elected Lawrence E. Hyatt as Class II directors, to serve three
year terms that expire at the Company’s 2020 Annual Meeting of
Stockholders or until respective successors have been duly elected
and qualified, (ii) voted to approve an amendment to our Restated
Certificate of Incorporation to implement a majority voting
standard in uncontested elections of directors, (iii) voted to
adopt, on an advisory basis, a resolution approving the
compensation of the Company’s Named Executive Officers as
described in Proxy Statement under Executive Compensation, (iv)
voted to select, on an advisory basis, a frequency of the advisory
stockholder vote on the compensation of the Company’s Named
Executive Officers, and (v) voted to ratify the appointment of
Deloitte Touche LLP as the Companys independent registered public
accounting firm for the 2017 fiscal year.

The results of voting for each proposal submitted to the
stockholders are as follows:

Proposal 1. Election of Class II Directors, Hannah S. Craven and
Lawrence E. Hyatt.



Name	For	Withheld	Broker Non-Vote
Hannah S. Craven	35,092,158	2,225,598	5,921,107
Lawrence E. Hyatt	35,774,686	1,543,070	5,921,107

Proposal 2. Approval of an amendment to our Restated Certificate of
Incorporation to implement a majority voting standard in
uncontested elections of directors.



For	Against	Abstain	Broker Non-Vote
36,614,170	696,263	7,323	5,921,107

Proposal 3. Approval, on an advisory basis, a resolution approving
the compensation of the Company’s Named Executive Officers as
described in Proxy Statement under Executive Compensation.



For	Against	Abstain	Broker Non-Vote
34,959,173	2,166,280	192,303	5,921,107

Proposal 4. Recommendation, on an advisory basis, of a frequency of
the advisory stockholder vote on the compensation of the Company’s
Named Executive Officers.



3 Years	2 Years	1 Year	Abstain
14,252,528	83,799	22,964,748	16,681

Based on the results of the stockholder advisory vote, the Company
has determined, consistent with the recommendation of the Companys
Board of Directors stated in the Companys Proxy Statement for the
Annual Meeting, that it will hold a stockholder advisory vote on
the compensation of the Companys Named Executive Officers every
year.

Proposal 5. Ratification of the appointment of Deloitte Touche LLP
as the Companys independent registered public accounting firm for
the 2017 fiscal year.



For	Against	Abstain
43,203,324	22,681	12,858

Additionally, on June 8, 2017, the holder of all of the outstanding
shares of the Company’s Series A Convertible Preferred Stock voted
to re-elect directors Jos E. Cil and Alexandre Macedo to the
Companys Board of Directors. Messrs. Cil and Macedo each will serve
as a Class A Director for a one year term that expires at the
Companys Annual Meeting of Stockholders to be held in 2018 or until
their respective successors shall have been elected and shall
qualify.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits



3.1	Amendment to Section (A) of Article NINTH of Restated Certificate of Incorporation
3.2	Amendment to Article II, Section 1 of the Amended and Restated Bylaws

About Carrols Restaurant Group, Inc. (NASDAQ:TAST)
Carrols Restaurant Group, Inc. is a holding company. The Company conducts all of its operations through its direct and indirect subsidiaries. The Company operates in the hamburger category of the quick-service restaurant segment of the restaurant industry. The Company is a Burger King franchisee in the United States and operates its restaurants under the Burger King trade name. The Company owns and operates approximately 705 Burger King restaurants located in over 20 Northeastern, Midwestern and Southeastern states, such as Illinois, Indiana, Kentucky, Maine, Massachusetts, Michigan, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Vermont, Virginia and West Virginia. Burger King restaurants feature the Whopper sandwich, as well as a range of hamburgers, chicken and other sandwiches, French fries, salads, breakfast items, hot dogs, snacks, smoothies, frappes and other offerings. Its subsidiaries include Carrols LLC and Carrols Corporation.