Current Report Filing (8-k)
25 Outubro 2021 - 5:07PM
Edgar (US Regulatory)
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2021-10-19
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2021-10-19
2021-10-19
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2021-10-19
2021-10-19
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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): October 19, 2021
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: (310) 319-1850
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
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|
Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock
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|
FAT
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The
Nasdaq Stock Market LLC
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Class
B Common Stock
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|
FATBB
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|
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.
(d)
On October 19, 2021, the Board of Directors (the “Board”) of FAT Brands Inc. (the “Company”) appointed Amy V.
Forrestal and Kenneth J. Anderson as directors of the Company, effective on such date, to fill existing vacancies on the Board. Ms. Forrestal
will serve as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders, and Mr. Anderson will
serve as a Class I director with a term expiring at the Company’s 2024 Annual Meeting of Stockholders. Ms. Forrestal and Mr.
Anderson are expected to serve on various committees of the Board but the committee appointments have not yet been determined.
The
Company announced the appointment of Ms. Forrestal in its October 20, 2021 press release and the appointment of Mr. Anderson in its
October 25, 2021 press release, copies of which are filed herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by
reference herein.
Each
of Ms. Forrestal and Mr. Anderson will receive standard compensation from the Company for non-employee directors, consisting of annual
cash compensation of $80,000 plus $40,000 for service on Board committees, and an annual equity award of stock options to acquire 30,636
shares of Class A common stock of the Company vesting over three years.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 19, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Three proposals were submitted
to, and approved by, stockholders at the Annual Meeting. The proposals are described in detail in the Company’s proxy statement
for the Annual Meeting filed with the Securities and Exchange Commission on September 9, 2021. 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 the number of votes per share to which each class of
common stock was entitled to vote at the Annual Meeting.
(1)
Stockholders elected one Class I director to the Company’s Board of Directors to hold office until the 2024 Annual Meeting of
Stockholders or until his successor is duly elected and qualified. The votes regarding this proposal were as follows:
Name of Nominee
|
|
For
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Withheld
|
|
Broker Non-Votes
|
Andrew A. Wiederhorn
|
|
|
1,901,665,284
|
|
|
|
1,596,007
|
|
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263,860,228
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|
(2)
The proposal on 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
|
|
1,900,122,485
|
|
|
|
2,779,278
|
|
|
|
359,394
|
|
|
|
263,860,362
|
|
(3)
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 26, 2021 was approved. The votes regarding this proposal were as follows:
For
|
|
Against
|
|
Abstained
|
|
Broker Non-Votes
|
|
2,166,573,766
|
|
|
|
468,591
|
|
|
|
79,162
|
|
|
|
0
|
|
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
October 25, 2021
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FAT
Brands Inc.
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|
|
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By:
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/s/
Kenneth J. Kuick
|
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Kenneth
J. Kuick
|
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|
Chief
Financial Officer
|
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