Current Report Filing (8-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 20, 2022

 

FAT Brands Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware		001-38250		82-1302696
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

9720 Wilshire Blvd., Suite 500 Beverly Hills, CA		90212
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		FAT		The Nasdaq Stock Market LLC
Class B Common Stock		FATBB		The Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock		FATBP		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		FATBW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.

 

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

 

On December 20, 2022, immediately following the vote on proposal 1 at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of FAT Brands Inc. (the “Company”), the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to eliminate the three-year, staggered terms of the Company’s directors and provide for the annual election of directors. A copy of the Certificate of Amendment is filed herewith as Exhibit 3.1 and is incorporated by reference into this Item 5.03.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, six proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 28, 2022. Holders of shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect an aggregate of the number of votes per share to which all classes of common stock were entitled to vote at the Annual Meeting. The aggregate voting power of all outstanding shares of common stock at the Annual Meeting amounted to 2,556,920,770 votes.

 

(1) Amendment To Certificate Of Incorporation To Declassify Board Of Directors. The proposal to amend the Company’s certificate of incorporation to declassify the Board of Directors and provide for the annual election of all directors was approved. The votes regarding this proposal were as follows:

 

For				Against				Abstained				Broker Non-Votes
	2,163,592,375				13,086,195				4,310,379				191,885,875

 

(2) Election of Directors. Stockholders elected seven nominees for director to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:

 

Name of Nominee		For				Withheld				Broker Non-Votes
Kenneth J. Anderson			2,173,182,347				7,806,603				191,885,875
Lynne L. Collier			2,174,046,515				6,942,435				191,885,875
Amy V. Forrestal			586,650,412				1,594,338,538				191,885,875
Squire Junger			585,701,352				1,595,287,599				191,885,875
James C. Neuhauser			2,173,182,860				7,806,090				191,885,875
Edward H. Rensi			1,991,915,233				189,073,717				191,885,875
Andrew A. Wiederhorn			2,173,164,437				7,824,513				191,885,875

 

 

(3) Amendment To 2017 Omnibus Equity Incentive Plan. The proposal to approve an amendment to the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”) to increase the number of shares of Class A Common Stock issuable under the Plan was approved. The votes regarding this proposal were as follows:

 

For				Against				Abstained				Broker Non-Votes
	1,943,673,606				231,979,386				5,335,955				191,885,875

 

(4) Advisory Vote on the Compensation of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved. The votes regarding this proposal were as follows:

 

For				Against				Abstained				Broker Non-Votes
	2,165,812,016				9,257,758				5,919,174				191,885,875

 

(5) Advisory Vote On The Frequency Of Future Votes On The Compensation Of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the frequency of future votes on the compensation of the Company’s named executive officers received the following votes:

 

One Year				Two Years				Three Years				Abstain
	2,162,829,591				7,769,865				5,438,900				4,950,593

 

(6) Ratification Of Appointment Of Independent Registered Public Accounting Firm. The proposal to ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2022 was approved. The votes regarding this proposal were as follows:

 

For				Against				Abstained				Broker Non-Votes
	2,365,403,067				6,803,993				667,764				191,885,875

 

Following the completion of the Annual Meeting, Fog Cutter Holdings, LLC, the holder of a majority of the voting power of the Company’s outstanding voting shares, took action to remove Squire Junger as a director of the Company pursuant to Section 141(k) of the Delaware General Corporation Law and Section 5.04 of the Company’s Certificate of Incorporation.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on December 20, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: December 23, 2022

 

	FAT Brands Inc.
	By:	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer