Fiesta Restaurant Group, Inc. (NASDAQ:FRGI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ITEM5.03.

On June 7, 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 7, 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.

On June 7 2017, the Company held its Annual Meeting of
Stockholders (the Meeting).

At the Meeting, stockholders voted (i) to re-elect Barry J.
Alperin, Stephen P. Elker and Brian P. Friedman to the Companys
Board of Directors. Mr. Alperin, Mr. Elker and Mr. Friedman will
serve as Class II Directors for a three year term that expires at
the Companys Annual Meeting of Stockholders to be held in 2020 or
until their respective successors shall have been elected and
qualified; (ii) to adopt, on an advisory basis, a resolution
approving the compensation of the Companys Named Executive
Officers, as described in the Proxy Statement under Executive
Compensation, (iii) to approve the Fiesta Restaurant Group, Inc.
2012 Stock Incentive Plan, as amended, for purposes of complying
with Section 162(m) of the Internal Revenue Code of 1986, as
amended, (iv) to approve an amendment to the Companys Restated
Certificate of Incorporation to implement a majority voting
standard in uncontested elections of directors and (v) to ratify
the appointment of Deloitte Touche LLP as the Companys
independent registered public accounting firm for the 2017 fiscal
year. The final results of voting on the matters submitted to the
stockholders are as follows:

Proposal 1. Election of Class II Directors Barry J. Alperin,
Stephen P. Elker and Brian P. Friedman:

Proposal 2. Adoption, on an advisory basis, of a resolution
approving the compensation of the Named Executive Officers as
described in the Proxy Statement under Executive Compensation:

Proposal 3. Approval of the Fiesta Restaurant Group, Inc. 2012
Stock Incentive Plan, as amended, for purposes of complying with
Section 162(m) of the Internal Revenue Code of 1986, as amended:

Proposal 4. Approval of an amendment to the Companys Restated
Certificate of Incorporation to implement a majority voting
standard in uncontested elections of directors:

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

About Fiesta Restaurant Group, Inc. (NASDAQ:FRGI)

Fiesta Restaurant Group, Inc. (Fiesta) owns, operates and franchises approximately two fast-casual restaurant brands, Pollo Tropical and Taco Cabana. The Company operates through the Pollo Tropical and Taco Cabana segments. Its Pollo Tropical is a fast-casual restaurant brand offering a range of Caribbean food. Taco Cabana restaurants offers a selection of hand-made Mexican food. Pollo Tropical restaurants offer Caribbean menu items, featuring its bone-in chicken marinated in blend of tropical fruit juices and grilled over an open flame. Its Taco Cabana restaurants serves Mexican food, including flame-grilled steak and chicken fajitas served on sizzling iron skillets, quesadillas, hand-rolled flautas, enchiladas, burritos, tacos flour tortillas, customizable salads served in its Cabana Bowl, and its breakfast tacos. It also offer a self-serve salsa bar, which includes a selection of made-from-scratch salsas, sauces, sliced jalapenos, chopped cilantro, chopped onions and other items.