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

Fiesta Restaurant Group, Inc. (NASDAQ:FRGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Story continues below

On May 2, 2018, at the 2018 Annual Meeting of Stockholders (the “Meeting”) of Fiesta Restaurant Group, Inc. (the “Company”), Jack A. Smith retired from the Company’s board of directors upon completion of his term at the Meeting.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On May 2, 2018, the Company amended Sections (A) and (B) of Article NINTH of its Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”), to provide for the annual election of directors beginning with the 2019 Annual Meeting of Stockholders. The text of the changes to Section (A) and (B) of Article NINTH of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated by reference herein.
On May 2, 2018 the Company amended Article II, Sections 1, 2 and 4 of its Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), to provide for the annual election of directors beginning with the 2019 Annual Meeting of Stockholders. The text of the changes to Article II, Sections 1, 2 and 4 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 May 2, 2018, the Company held its 2018 Annual Meeting of Stockholders.

At the Meeting, stockholders voted (i) to re-elect Nicholas Daraviras and Richard C. Stockinger to the Company’s Board of Directors until their respective successors shall have been elected and qualified; (ii) to adopt, on an advisory basis, a resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation”, (iii) to approve an amendment to the Restated Certificate of Incorporation to declassify the Company’s board of directors and to provide for the annual election of all directors beginning with the 2019 Annual Meeting of Stockholders and (iv) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year. The final results of voting on the matters submitted to the stockholders are as follows:

Proposal 1. Election of Class III directors Nicholas Daraviras and Richard C. Stockinger:

Name

For

Against

Abstain

Broker Non-Vote

Nicholas Daraviras

21,906,622

1,087,860

16,975

1,684,680

Richard C. Stockinger

22,865,817

129,890

15,750

1,684,680

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”:

For

Against

Abstain

Broker Non-Vote

21,925,154

1,049,766

36,537

1,684,680

Proposal 3. Approval of an amendment to the Company’s Restated Certificate of Incorporation to declassify the Company’s board of directors and to provide for the annual election of directors beginning with the 2019 Annual Meeting of Stockholders:

For

Against

Abstain

Broker Non-Vote

22,967,720

23,401

20,336

1,684,680

Proposal 4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year:

For

Against

Abstain

24,660,425

20,725

14,987

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.


Fiesta Restaurant Group, Inc. Exhibit
EX-3.1 2 frgi-ex31_20180507.htm AMENDMENT TO SECTIONS (A) AND (B) OF ARTICLE NINTH OF THE RESTATED CERTIFICATE O Exhibit Exhibit 3.1Text of Amendment to Sections (A) and (B) of Article NINTH of the Restated Certificate of Incorporation of Fiesta Restaurant Group,…
To view the full exhibit click here

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.

An ad to help with our costs