Attached files
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| EX-99.1 - NATHANS FAMOUS, INC. | ex991to8k08477002_09092014.htm |
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 9, 2014
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NATHAN’S FAMOUS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-3189
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11-3166443
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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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One Jericho Plaza, Jericho, New York
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11753
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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: (516) 338-8500
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N/A
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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)
¨ 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))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On September 10, 2014, Nathan’s Famous, Inc., a Delaware corporation (the “Company”) and Mutual Securities, Inc. (“MSI”) amended (the “Amendment”) their agreement (the “Agreement”) pursuant to which MSI has been authorized on the Company’s behalf to purchase shares of the Company’s common stock, $.01 par value (the “Common Stock”). The Amendment provides that the Company may purchase shares of Common Stock having a value of up to an additional six million dollars ($6,000,000) in excess of what has been previously purchased under the Agreement. The Agreement and the Amendment were adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended in order to assist the Company in implementing its previously announced stock purchase plans.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On September 9, 2014, Nathan’s 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.
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1.
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The proposal to elect eight directors was approved based upon the following votes:
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Name
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For
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Withheld
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Broker Non-Votes
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Robert J. Eide
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3,085,189
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60,783
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885,329
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Eric Gatoff
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2,856,361
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289,411
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885,329
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Brian S. Genson
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3,095,232
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50,740
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885,329
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Barry Leistner
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3,095,832
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50,140
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885,329
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Howard M. Lorber
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2,722,875
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423,097
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885,329
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Wayne Norbitz
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2,826,426
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319,546
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885,329
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A.F. Petrocelli
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2,748,726
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397,246
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885,329
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Charles Raich
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2,670,453
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475,519
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885,329
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2.
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The proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal 2015 was approved based on the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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3,997,450
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6,493
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33,358
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0
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3.
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Non-binding advisory proposal on the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation and accompanying narrative discussions in the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders.
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For
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Against
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Abstain
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Broker Non-Votes
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2,452,630
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85,478
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613,864
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885,329
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit 99.1.
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Amendment to 10b5-1 Issuer Repurchase Instructions.
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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.
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Dated: September 11, 2014
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NATHAN’S FAMOUS, INC.
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By:
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/s/ Ronald DeVos
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Name:
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Ronald DeVos
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Title:
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Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)
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