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:  August 6, 2014

RCI Hospitality Holdings, Inc.

(Exact Name of Registrant As Specified in Its Charter)

10959 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

On August 6, 2014, we held our Annual Meeting of Stockholders of Rick's Cabaret International, Inc. at 15000 Airport Freeway, Fort Worth, Texas 76155 (at Rick’s DFW), for the following purposes:

(1) To elect six directors, including Eric S. Langan, Travis Reese, Robert L. Watters, Steven L. Jenkins, Luke Lirot and Nour-Dean Anakar;

(2) To amend our certificate of formation to change our name to RCI Hospitality Holdings, Inc.;

(3) To ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2014;

(4) To approve a non-binding advisory resolution on executive compensation; and

(5) To transact such other business as may properly come before the meeting.

Based on the votes received in person and by proxy, all of the above named director nominees were elected, the name change was approved, the appointment of Whitley Penn LLP was ratified and the non-binding advisory resolution was approved.  There were no other matters presented for action at the Annual Meeting. The exact results of the stockholder vote are as follows:

Additionally, there was a total of 4,719,418 broker non-votes for the election of directors.

Additionally, there was a total of 4,719,418 broker non-votes for approval of the non-binding advisory resolution on executive compensation.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.