UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 26, 2014
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Cosi, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-50052
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06-1393745
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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294 Washington Street, Suite 510, Boston, MA
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02108
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (857) 415-5000
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(Former Name or Former Address, if Changed Since Last Report)
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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)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
At the Company’s Annual Meeting of Stockholders held on August 26, 2014, the following matters were submitted to the Company’s stockholders:
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(1)
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The election of one director for a three-year term ending at the Annual Meeting of Stockholders to be held in 2017 or until her successor is duly elected and qualified:
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Directors
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Votes For
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Votes Withheld
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Broker Non-Votes
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Jean Birch
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8,045,650
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779,131
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7,163,276
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(2)
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The proposal to ratify of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2014:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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15,817,475
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97,767
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53,314
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19,501
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(3)
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The proposal to approve, in a non-binding vote, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement pursuant to Item 402 of Regulation S-K:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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8,568,805
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246,168
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9,755
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7,163,329
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(4)
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The proposal to approve the Amended and Restated Cosi, Inc. 2005 Omnibus Long-Term Incentive Plan:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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8,584,564
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246,168
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9,755
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7,163,275
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Of the 19,314,849 shares eligible to vote as of the July 7, 2014, record date, more than 15,988,057 votes, or approximately 82.78% of the total shares outstanding, were represented at the meeting.
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 hereunto duly authorized.
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COSI, INC.
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Date: August 29, 2014
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By:
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/s/ Vicki Baue
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Name: Vicki Baue
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Title: Vice President & General Counsel, CCO
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