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 3, 2012
FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| OHIO | 001-07323 | 31-0523213 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 2800 GILBERT AVENUE, CINCINNATI, OHIO | 45206 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 513-961-2660
(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):
| ¨ | 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.
| (a) | The Annual Meeting of the Shareholders of Frisch’s Restaurants, Inc. (Company) was held on October 3, 2012. The shares represented in person and by proxy totaled 4,462,929, which constituted a quorum. |
| (b) | Proposal 1 – ELECTION OF DIRECTORS. Directors who were elected on October 3, 2012 to serve until the 2014 Annual Meeting of Shareholders and until their successors are elected and qualified: Robert J. (RJ) Dourney, Lorrence T. Kellar, Karen F. Maier, William J. Reik, Jr. and Donald H. Walker. The final vote tallies are set forth below: |
| Name |
Votes For | Withheld Authority |
Broker Non-Votes | |||||||||
| Robert J. (RJ) Dourney |
3,829,608 | 87,863 | 545,458 | |||||||||
| Lorrence T. Kellar |
3,854,375 | 63,096 | 545,458 | |||||||||
| Karen F. Maier |
3,779,185 | 138,286 | 545,458 | |||||||||
| William J. Reik, Jr. |
3,851,803 | 65,668 | 545,458 | |||||||||
| Donald H. Walker |
3,823,495 | 93,976 | 545,458 | |||||||||
Directors whose terms continued after the Meeting (serving until the 2013 Annual Meeting of Shareholders): Dale P. Brown, Daniel W. Geeding, Craig F. Maier and Jerome P. Montopoli.
Proposal 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The proposal to ratify the appointment of Grant Thornton LLP to serve as the Company’s Independent Registered Public Accounting Firm for the fiscal year that commenced May 30, 2012 was approved. The final vote tally is set forth below:
| Votes For |
Votes Against | Abstentions | ||||||
| 4,428,384 |
28,637 | 5,908 | ||||||
Proposal 3 – APPROVAL OF THE 2012 STOCK OPTION AND INCENTIVE PLAN. The proposal to approve the 2012 Stock Option and Incentive Plan as described in the Company’s 2012 Proxy Statement was approved. The final vote tally is set forth below:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 3,787,146 |
120,096 | 10,229 | 545,458 | |||||||||
Proposal 4 – ADVISORY VOTE ON EXECUTIVE COMPENSATION. The non-binding advisory vote required by the Securities Exchange Act to approve the compensation of named executive officers as described in the Company’s 2012 Proxy Statement received the following votes:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 3,819,744 |
81,624 | 16,103 | 545,458 | |||||||||
SIGNATURE
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.
| FRISCH’S RESTAURANTS, INC. | ||||
| (registrant) | ||||
| DATE October 4, 2012 | ||||
| BY | /s/ Mark R. Lanning | |||
| Mark R. Lanning | ||||
| Vice President and Chief Financial Officer | ||||
| Principal Financial Officer | ||||
| Principal Accounting Officer | ||||