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): May 24, 2018
DIVERSIFIED RESTAURANT HOLDINGS, INC.
(Name of registrant in its charter)
Nevada | 000-53577 | 03-0606420 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
27680 Franklin Road Southfield, MI 48034 | ||||
(Address of principal executive offices) | ||||
Registrant's telephone number: (248) 223-9160
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
An annual meeting of our shareholders was held on May 24, 2018 (the “Meeting”). At the Meeting, our shareholders voted on each of the following matters:
• | election of seven directors, each for a one-year term; |
• | ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2018; and |
• | an advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting. |
The final vote results for these three matters are set forth below.
Proposal No. 1 - Election of Directors
The votes cast on the election of directors were as follows:
Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
T. Michael Ansley | 15,817,047 | 1,146,825 | — | 8,380,299 |
David G. Burke | 15,459,405 | 1,504,467 | — | 8,380,299 |
Jay Alan Dusenberry | 16,820,346 | 143,526 | — | 8,380,299 |
Philip Friedman | 16,855,816 | 108,056 | — | 8,380,299 |
David Ligotti | 15,816,489 | 1,147,383 | — | 8,380,299 |
Joseph M. Nowicki | 16,852,658 | 111,214 | — | 8,380,299 |
Gregory J. Stevens | 15,252,159 | 1,711,713 | — | 8,380,299 |
Proposal No. 2 - Appointment of Independent Auditor
The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2017 were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
24,815,224 | 466,924 | 62,023 | — |
Proposal No. 3 - Advisory Vote on Executive Compensation
The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting were as follows:
Votes For | Votes Against | Abstentions | Broker Non-votes |
16,478,118 | 400,764 | 84,990 | 8,380,299 |
SIGNATURES
In accordance with Section 13 or 15(d) 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.
DIVERSIFIED RESTAURANT HOLDINGS, INC. | |||
Dated: May 29, 2018 | By: | /s/ Phyllis A. Knight | |
Name: | Phyllis A. Knight | ||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | ||