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): September 15, 2011
 
NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
1-3189
11-3166443
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
One Jericho Plaza, Jericho, New York
11753
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: xxx

N/A
(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 Instruction A.2. below):

o 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))

 
 

 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On September 15, 2011, Nathan’s Famous, Inc. (the “Company”) held its annual meeting of stockholders.  At the annual meeting, stockholders of the Company voted on the matters set forth below.  Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.
 
1.
The proposal to elect nine directors was approved based upon the following votes:
 
Name
 
For
 
Withheld
Robert J. Eide
 
3,275,436
   
43,389
 
Eric Gatoff
 
3,042,015
   
276,810
 
Brian S. Genson
 
3,277,293
   
41,532
 
Barry Leistner
 
3,301,654
   
17,171
 
Howard M. Lorber
 
3,027,067
   
291,758
 
Wayne Norbitz
 
3,041,765
   
277,060
 
Donald L. Perlyn
 
3,027,640
   
291,185
 
A.F. Petrocelli
 
3,027,302
   
291,523
 
Charles Raich
 
3,009,414
   
309,411
 

2.
A non-binding advisory proposal on the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis executive compensation tables and accompanying narrative disclosure in the Company Proxy Statement was approved based on the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
2,803,797
 
37,313
 
477,715
 
1,394,304

 
3.
A non-binding advisory proposal on frequency of the vote on the Company’s executive compensation program (every year, every two years or every three years) received the following votes (accordingly the stockholders approved a three year frequency):
 
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
1,087,261
 
59,573
 
1,169,184
 
474,668
 
1,922,443

4.
The proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal 2012 was approved based on the following votes:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
4,685,705
 
14,183
 
13,241
 
0
 
 
 

 
 
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.
 
Dated:  September 15, 2011
NATHAN’S FAMOUS, INC.
   
   
 
By:
/s/  Ronald DeVos
   
Name:
Ronald DeVos
   
Title:
Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)