Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2021, at the Annual Meeting of shareholders (the "Annual Meeting") of Del Taco Restaurants, Inc. (the "Company"), the shareholders of the Company approved an amendment to the Company's 2015 Omnibus Incentive Plan (the "Plan") to increase the number of shares authorized for issuance under the Plan by 1,800,000 shares, no more than 900,000 of which may be issued as restricted stock or restricted stock units, as further described in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 13, 2021 (the "2021 Proxy Statement"). The amendment to the Plan was previously approved, subject to shareholder approval, by the Board of Directors of the Company (the "Board of Directors").
The amendment to the Plan was included as Appendix A to the 2021 Proxy Statement and is attached as Exhibit 10.1 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2021, the Company held its annual meeting of shareholders to:
1.consider and vote upon a proposal to elect two directors to serve on the Company's board of directors as Class II directors;
2.consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2021;
3.consider and vote upon a proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers; and
4.consider and vote upon a proposal to approve the adoption of an amendment to the Del Taco Restaurants, Inc. 2015 Omnibus Incentive Plan.
There were 36,757,296 shares of the Company's common stock issued and outstanding on the record date of March 29, 2021 for the annual meeting of shareholders. The results for each matter voted on were as follows:
a. The Company's shareholders elected two nominees to serve on the board of directors as Class II directors, based on the following votes:
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Nominee
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Votes For
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Withheld
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Broker Non-Votes
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Joseph Stein
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27,538,706
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643,237
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4,279,315
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Valerie L. Insignares
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27,991,278
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190,665
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4,279,315
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b. The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2021, based on the following votes:
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Votes For
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Votes Against
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Abstain
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32,170,930
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258,749
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31,579
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c. The Company's shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, based on the following votes:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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25,898,133
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2,135,557
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148,253
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4,279,315
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d. The Company's shareholders approved the adoption of an amendment to the Del Taco Restaurants, Inc. 2015 Omnibus Incentive Plan, based on the following votes:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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25,362,750
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2,767,424
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51,769
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4,279,315
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