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 2, 2013

 

 

FRISCH’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

 

OHIO 001-07323 31-0523213
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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 2, 2013. The shares represented in person and by proxy totaled 4,418,298, which constituted a quorum.

 

(b)Proposal 1 – ELECTION OF DIRECTORS. Directors who were elected on October 2, 2013 to serve until the 2015 Annual Meeting of Shareholders and until their successors are elected and qualified: Dale P. Brown, Daniel W. Geeding, Craig F. Maier and Jerome P. Montopoli. The final vote tallies are set forth below:

  

        Withheld
  Name Votes For Authority Broker Non-Votes
         
  Dale P. Brown 3,720,666 28,812 668,820
  Daniel W. Geeding 3,720,382 29,096 668,820
  Craig F. Maier 3,710,462 39,016 668,820
  Jerome P. Montopoli 3,719,859 29,619 668,820

 

Directors whose terms continued after the Meeting (serving until the 2014 Annual Meeting of Shareholders): Robert J. (RJ) Dourney, Lorrence T. Kellar, Karen F. Maier, William J. Reik, Jr. and Donald H. Walker.

 

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 29, 2013 was approved. The final vote tally is set forth below:

 

  Votes For Votes Against Abstentions
       
  4,389,169 20,078 9,051

  

Proposal 3 – 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 2013 Proxy Statement received the following votes:

 

  Votes For Votes Against Abstentions Broker Non-Votes
         
  3,588,250 68,841 92,387 668,820

 

 
 

  

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, 2013    
     
  BY /s/ Mark R. Lanning
    Mark R. Lanning
    Vice President and Chief Financial Officer
    Principal Financial Officer
    Principal Accounting Officer