SPAR Group, Inc. (NASDAQ:SGRP) 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

SPAR Group, Inc. (“SGRP” or the “Registrant”) held its Annual
Meeting of Stockholders on May 18, 2017 (the “2017 Annual
Meeting”), for those who were stockholders of SGRP at the close
of business on March 31, 2017 (the “Record Date”), to notice
and proxy materials duly mailed to them.As of the Record Date,
there were 20,655,840shares outstanding of SGRP’s common stock,
$0.01 par value (the “SGRP Common Stock”). At the 2017 Annual
Meeting, Record Date stockholders holding 17,433,888 shares
(approximately 84.4%) of the SGRP Common Stock were present in
person or by proxy.Each such stockholder was entitled to one vote
for each share of the SGRP Common Stock held by such stockholder
on the Record Date, and the holders of the SGRP Common Stock
voted together, respecting the election of directors and the
other proposals presented to them at the 2017 Annual Meeting.

At the 2017 Annual Meeting, the following matters were submitted
to votes of SGRP’s stockholders: (i) Election of directors; (ii)
Advisory Vote respecting the ratification of the appointment of
BDO USA, LLP (“BDO”), as the Corporation’s principal
independent public auditors for 2017; (iii) Advisory Vote on the
Executive Compensation as described in the 2017 Proxy Statement;
and (iv) Advisory Vote on the Frequency of the Executive
Compensation Vote.

(i) The following votes were received at the 2017 Annual Meeting
from the stockholders by proxy or ballot for the election of six
directors (R. Scott Popaditch having withdrawn as the seventh
candidate as of May 15, 2017, and the Board size reduced six
members concurrently therewith) to serve until the 2018 Annual
Meeting of Stockholders and until their respective successors are
elected and qualified, and all such persons were reelected as
directors of SGRP:

(ii) The following votes were received at the 2017 Annual Meeting
from the stockholders by ballot for the adoption of the proposal
to approve (on an advisory basis) the appointment of BDO USA, LLP
(“BDO”), as the Corporation’s principal independent public
accountants for the fiscal year ending December 31, 2017, and
such appointment was approved:

(iii) The following votes were received at the 2017 Annual
Meeting from the stockholders by ballot for the adoption of the
proposal to approve (on an advisory basis) the compensation of
the named executive officers, as disclosed in the Proxy Statement
(i.e., “say on pay”), and such compensation was
approved:

The Corporation currently intends to request this same advisory
vote from its stockholders next year.

(iv) The following votes were received at the 2017 Annual Meeting
from the stockholders by ballot for the proposal to select (on an
advisory basis) whether the Corporation should request an
advisory vote from its stockholders respecting executive
compensation every one, two or three years (i.e., “say
on frequency”):

The Corporation currently intends to request this same advisory
vote from its stockholders next year.

Although the stockholder notice and proxy materials permitted
certain other matters to be considered by the stockholders at the
2017 Annual Meeting, no other matters were submitted to or voted
on by the stockholders.

Item .01.Other Events.

In connection with the 2017 Annual Meeting, the Board of
Directors of the Corporation (the “Board”) filled the following
leadership positions with the Board and its Committees based (in
part) on the recommendations of its Governance Committee:

The Board also reappointed its independent directors, Arthur B.
Drogue, Lorrence T. Kellar, Jack W. Partridge and R. Eric
McCarthey, to continue to be the sole members of the Board’s
Audit Committee, Compensation Committee and Governance Committee.

Finally, the Board reappointed the following existing Executives
to continue in their respective positions based (in part) on the
recommendations of its Governance Committee:

Forward Looking Statements

This Current Report on Form 8-K (this “Current Report”)
contains “forward-looking statements” within the “safe
harbor” provisions of the Private Securities Litigation Reform
Act of 1995, made by, or respecting, SPAR Group, Inc. (“SGRP”)
and its subsidiaries (together with SGRP, the “SPAR Group” or
the “Company”), and this Current Report has been filed by SGRP
with the Securities and Exchange Commission (the “SEC”). There
also are “forward-looking statements” contained in SGRP’s
Annual Report on Form 10-K for its fiscal year ended December 31,
2016 (as filed, the “Annual Report”), as filed with the SEC on
April 17, 2017, in SGRP’s definitive Proxy Statement respecting
its Annual Meeting of Stockholders held on May 18, 2017 (the
“Proxy Statement”), which SGRP filed with the SEC on April 28,
2017, and SGRP’s Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other reports and statements as and when filed
with the SEC (including this Current Report, the Annual Report
and the Proxy Statement, each a “SEC Report”).
“Forward-looking statements” are defined in Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and other applicable federal and state
securities laws, rules and regulations, as amended (together with
the Securities Act and Exchange Act, the “Securities Laws”).

All statements (other than those that are purely historical) are
forward-looking statements. Words such as “may,” “will,”
“expect,” “intend”, “believe”, “estimate”,
“anticipate,” “continue,” “plan,” “project,” or the
negative of these terms or other similar expressions also
identify forward-looking statements. Forward-looking statements
made by the Company in this Current Report or the Annual Report
may include (without limitation) statements regarding: risks,
uncertainties, cautions, circumstances and other factors
(“Risks”); and plans, intentions, expectations, guidance or
other information respecting the pursuit or achievement of the
Company’s five corporate objectives (growth, customer value,
employee development, greater productivity efficiency, and
increased earnings per share), building upon the Company’s
strong foundation, leveraging compatible global opportunities,
growing the Company’s client base and contracts, continuing to
strengthen its balance sheet, growing revenues and improving
profitability through organic growth, new business development
and strategic acquisitions, and continuing to control costs. The
Company’s forward-looking statements also include (without
limitation) those made in the Annual Report in “Business”,
“Risk Factors”, “Legal Proceedings”, “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations”, “Directors, Executive Officers and Corporate
Governance”, “Executive Compensation”, “Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters”, and “Certain Relationships and Related Transactions,
and Director Independence”.

You should carefully review and consider the Company’s
forward-looking statements (including all risk factors and other
cautions and uncertainties) and other information made, contained
or noted in or incorporated by reference into this Current
Report, the Annual Report, the Proxy Statement and the other
applicable SEC Reports, but you should not place undue reliance
on any of them. The results, actions, levels of activity,
performance, achievements or condition of the Company (including
its affiliates, assets, business, clients, capital, cash flow,
credit, expenses, financial condition, income, liabilities,
liquidity, locations, marketing, operations, performance,
prospects, sales, strategies, taxation or other achievement,
results, risks, trends or condition) and other events and
circumstances planned, intended, anticipated, estimated or
otherwise expected by the Company (collectively,
“Expectations”), and our forward-looking statements (including
all Risks) and other information reflect the Company’s current
views about future events and circumstances. Although the Company
believes those Expectations and views are reasonable, the
results, actions, levels of activity, performance, achievements
or condition of the Company or other events and circumstances may
differ materially from our Expectations and views, and they
cannot be assured or guaranteed by the Company, since they are
subject to Risks and other assumptions, changes in circumstances
and unpredictable events (many of which are beyond the Company’s
control). In addition, new Risks arise from time to time, and it
is impossible for the Company to predict these matters or how
they may arise or affect the Company. Accordingly, the Company
cannot assure you that its Expectations will be achieved in whole
or in part, that it has identified all potential Risks, or that
it can successfully avoid or mitigate such Risks in whole or in
part, any of which could be significant and materially adverse to
the Company and the value of your investment in the Company’s
Common Stock.

These forward-looking statements reflect the Company’s
Expectations, views, Risks and assumptions only as of the date of
this Current Report, and the Company does not intend, assume any
obligation, or promise to publicly update or revise any
forward-looking statements (including any Risks or Expectations)
or other information (in whole or in part), whether as a result
of new information, new or worsening Risks or uncertainties,
changed circumstances, future events, recognition, or otherwise.

Item 9.01.Financial Statements and Exhibits.

About SPAR Group, Inc. (NASDAQ:SGRP)

Spar Group, Inc. is an international merchandising and marketing services company. The Company provides its merchandising and other marketing services to manufacturers, distributors and retailers across the world, primarily in mass merchandisers, office supply, grocery, drug store, independent, convenience, toy, home improvement and electronics stores. It operates through two segments: the Domestic Division and the International Division. The Domestic Division provides merchandising and marketing services, furniture and other product assembly services, audit services, and technology services to manufacturers, distributors and retailers in the United States. Those services are primarily performed in mass merchandisers, office supply, grocery, drug store, dollar and electronics stores. The International Division provides merchandising, marketing services and in-store event staffing through subsidiaries in Japan, Canada, South Africa, India, China, Australia, Mexico and Turkey.

SPAR Group, Inc. (NASDAQ:SGRP) Recent Trading Information

SPAR Group, Inc. (NASDAQ:SGRP) closed its last trading session 00.000 at 0.890 with 6,920 shares trading hands.