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 6, 2024

 

btbd_8kimg2.jpg

 

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming

 

000-56113

 

90-1495764

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

405 West Main Avenue, Suite 2D, West Fargo, ND

 

58078

 (Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (307) 274-3055

 

 

 (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:

 

☐

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

Common Stock

 

BTBD

 

Nasdaq Capital Market

Warrants

 

BTBDW

 

Nasdaq Capital Market

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 6, 2024, the Company held the Annual Meeting of shareholders for the 2024 fiscal year. As of October 18, 2024, the record date for the Annual Meeting, 6,246,118 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 6,171,937 shares of common stock were present in person or represented by proxy, constituting a quorum. The results of the voting are summarized below.

 

Proposal 1: Election of Directors

 

The following nominees were elected to serve for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:

 

 

 

For

 

 

Against

 

 

Abstain/Withheld

 

 

Broker Non-Vote

 

Gary Copperud

 

 

2,583,471

 

 

 

2,100

 

 

 

622

 

 

 

2,437,792

 

Kenneth Brimmer*

 

 

2,837,322

 

 

 

18,249

 

 

 

622

 

 

 

2,437,792

 

Allan Anderson 1

 

 

2,824,824

 

 

 

30,747

 

 

 

622

 

 

 

2,437,792

 

Terri Tochihara-Dirks 1,2

 

 

2,850,291

 

 

 

2,100

 

 

 

622

 

 

 

2,437,792

 

Fred Croci 1,2

 

 

2,850,471

 

 

 

2,100

 

 

 

622

 

 

 

2,437,792

 

 

* Chairperson of the Board of Directors.

(1) Current member of the Audit Committee with Mr. Anderson as Chairperson.

(2) Current member of the Compensation Committee with Ms. Tochihara-Dirks as Chairperson.

 

Proposal 2: Approval of Amendment to Articles of Incorporation to Increase Authorized Shares of Common Stock from 50,000,000 to 150,000,000.

 

For

 

 

Against

 

 

Abstain/Withheld

 

4,850,613

 

 

 

111,924

 

 

-0-

 

 

Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm.

 

The appointment of Boulay, PLLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 was ratified. The final voting results are as follows:

 

For

 

 

Against

 

 

Abstain/Withheld

 

4,923,023

 

 

 

7,335

 

 

 

32,179

 

 

Proposal 4: Non-binding advisory vote on the 2023 compensation paid by the Company to the named executive officers as disclosed in the proxy statement.

 

For

 

 

Against

 

 

Abstain/Withheld

 

1,893,019

 

 

 

961,047

 

 

 

2,127

 

 

Proposal 5: Vote on the frequency of such nonbinding advisory votes regarding the executive compensation of named executive officers, every one (1), two (2) or three (3) years.

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstain/Withheld

 

1,760,026

 

 

 

9,511

 

 

 

125,990

 

 

 

82,126

 

 

 

2

 

 

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 hereunto duly authorized.

 

 

BT BRANDS, INC.

 

 

 

 

 

Dated: December 10, 2024

By:  

/s/ Kenneth Brimmer

 

 

 

Kenneth Brimmer

 

 

 

Chief Financial Officer

 

 

 

2

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Dec. 06, 2024
Document Information Line Items  
Entity Registrant Name BT BRANDS, INC.
Entity Central Index Key 0001718224
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Dec. 06, 2024
Entity File Number 000-56113
Entity Incorporation State Country Code WY
Entity Tax Identification Number 90-1495764
Entity Address Address Line 1 405 West Main Avenue
Entity Address Address Line 2 Suite 2D
Entity Address City Or Town West Fargo
Entity Address State Or Province ND
Entity Address Postal Zip Code 58078
City Area Code 307
Local Phone Number 274-3055
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Common Stock  
Document Information Line Items  
Security 12b Title Common Stock
Trading Symbol BTBD
Security Exchange Name NASDAQ
Warrants  
Document Information Line Items  
Security 12b Title Warrants
Trading Symbol BTBDW
Security Exchange Name NASDAQ
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