Fat Brands, Inc 8-K, filed Dec 20, 2023
Fat Brands, Inc (FATAQ)
About this 8-K
Fat Brands, Inc filed this 8-K on December 20, 2023, reporting on events of December 14, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
2023 Annual Meeting of Stockholders
On December 14, 2023, FAT Brands Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, four proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 3, 2023 (the “Proxy Statement”). Holders of shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect an aggregate of the number of votes per share to which all classes of common stock were entitled to vote at the Annual Meeting. The aggregate voting power of all outstanding classes of common stock at the Annual Meeting amounted to 2,557,128,518 votes.
(1) Election of Directors. Stockholders elected 14 nominees for director to the Company’s Board of Directors to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||
| John S. Allen | 1,863,001,370 | 5,447,487 | 241,307,339 | |||
| Donald J. Berchtold | 1,692,523,130 | 175,925,727 | 241,307,339 | |||
| Tyler B. Child | 1,686,088,274 | 182,360,584 | 241,307,339 | |||
| Lynne L. Collier | 1,696,641,350 | 171,807,508 | 241,307,339 | |||
| Mark Elenowitz | 1,819,982,608 | 48,466,230 | 241,307,339 | |||
| James G. Ellis | 1,863,593,456 | 4,855,401 | 241,307,339 | |||
| Peter R. Feinstein | 1,863,566,299 | 4,882,538 | 241,307,339 | |||
| Matthew H. Green | 1,862,777,659 | 5,671,199 | 241,307,339 | |||
| John C. Metz | 1,715,131,424 | 153,317,414 | 241,307,339 | |||
| Carmen Vidal | 1,697,540,968 | 170,907,889 | 241,307,339 | |||
| Andrew A. Wiederhorn | 1,690,647,333 | 177,801,525 | 241,307,339 | |||
| Mason A. Wiederhorn | 1,690,673,079 | 177,775,779 | 241,307,339 | |||
| Taylor A. Wiederhorn | 1,690,647,057 | 177,801,801 | 241,307,339 | |||
| Thayer D. Wiederhorn | 1,690,421,260 | 178,027,598 | 241,307,339 |
(2) Amendment and Restatement of the Company’s 2017 Omnibus Equity Incentive Plan. The proposal to approve an amendment and restatement of the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”) was approved. The votes regarding this proposal were as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 1,759,415,962 | 107,881,459 | 1,151,414 | 241,307,361 |
(3) Advisory Vote on the Compensation of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved. The votes regarding this proposal were as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 1,742,731,549 | 120,440,884 | 5,274,423 | 241,309,341 |
(4) Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the selection of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved. The votes regarding this proposal were as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 2,096,040,426 | 13,226,548 | 489,223 | N/A |
Re-Issuance of Excess Awards under the Plan
As discussed in further detail in the Proxy Statement, following the completion of the Annual Meeting on December 14, 2023, a sub-committee of the Compensation Committee authorized to administer the Plan (the “Committee”) met and reviewed the awards of stock options and restricted stock previously granted under the Plan in excess of 50,000 shares per annum (referred to herein and in the Proxy Statement as the “Excess Amounts”) in light of the approval by stockholders at the Annual Meeting of proposal #2 to amend and restate the Plan. Based on such review, the Committee approved (i) the re-issuance of awards under the Plan equal in all respects to the Excess Amounts originally granted in 2021 to the individuals described in the Proxy Statement, and (ii) the retention of the Excess Amount of stock options granted in 2023 to Robert Rosen, each of which was contingent on an affirmative vote of the stockholders on proposal #2. The awards which were re-issued or retained, as applicable, on December 14, 2023 are set forth below:
| Grantee | Type of Award | Excess Amount Re-Issued | Per Share Exercise Price (Options) | Expiration Date (Options) | ||||||||
| Kenneth Kuick | Restricted Shares | 50,000 | n/a | n/a | ||||||||
| Kenneth Kuick | Stock Option | 100,000 | $ | 11.43 | 11/16/2031 | |||||||
| Allen Sussman | Restricted Shares | 50,000 | n/a | n/a | ||||||||
| Allen Sussman | Stock Option | 75,000 | $ | 11.43 | 11/16/2031 | |||||||
| Andrew Wiederhorn | Stock Option | 50,000 | $ | 11.43 | 11/16/2031 | |||||||
| Mason Wiederhorn | Stock Option | 25,000 | $ | 11.43 | 11/16/2031 | |||||||
| Taylor Wiederhorn | Stock Option | 50,000 | $ | 11.43 | 11/16/2031 | |||||||
| Thayer Wiederhorn | Stock Option | 50,000 | $ | 11.43 | 11/16/2031 | |||||||
| Robert Rosen | Restricted Shares | 50,000 | n/a | n/a | ||||||||
| Robert Rosen | Stock Option | 100,000 | $ | 11.43 | 11/16/2031 | |||||||
| Robert Rosen | Stock Option | 350,000 | $ | 5.37 | 04/26/2033 | |||||||
| Other non-executive officer employees | Stock Options | 150,000 | $ | 11.43 | 11/16/2031 | |||||||
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 thereunto duly authorized.
Date: December 20, 2023
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||