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8-K

Fat Brands, Inc (FATAQ)

8-K 2025-12-31 For: 2025-12-23
View Original
Added on April 12, 2026

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


Dateof Report (Date of earliest event reported): December 23, 2025

FATBrands Inc.

(Exactname of Registrant as Specified in Its Charter)

Delaware 001-38250 82-1302696
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
9720 Wilshire Blvd., Suite 500<br><br> <br>Beverly Hills, CA 90212
--- ---
(Address of Principal Executive Offices) (Zip Code)

Registrant’sTelephone Number, Including Area Code: (310) 319-1850

NotApplicable

(FormerName or Former Address, if Changed Since Last Report)

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 Instructions A.2. below):

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Class A Common Stock FAT The Nasdaq Stock Market LLC
Class B Common Stock FATBB The Nasdaq Stock Market LLC
Series B Cumulative Preferred Stock FATBP The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item5.02 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.

Item5.07 Submission of Matters to a Vote of Security Holders.

On December 23, 2025, FAT Brands Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “AnnualMeeting”). At the Annual Meeting, three 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 13, 2025. 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 2,558,278,520 votes.

ProposalNo. 1 – Election of Directors. Stockholders elected 13 nominees for director to the Company’s Board of Directors to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The vote regarding this proposal was as follows:

Name of Nominee For Withheld Broker Non-Votes
John<br> S. Allen 1,573,180,268 867,153 2,928,572
Donald<br> J. Berchtold 1,573,167,572 879,849 2,928,572
Tyler<br> B. Child 1,573,096,043 951,378 2,928,572
Lynne<br> L. Collier 1,573,138,541 908,880 2,928,572
Mark<br> Elenowitz 1,573,179,491 867,930 2,928,572
Peter<br> R. Feinstein 1,573,178,587 868,834 2,928,572
Matthew<br> H. Green 1,573,180,065 867,356 2,928,572
John<br> C. Metz 1,573,166,874 880,547 2,928,572
Carmen<br> Vidal 1,573,169,441 877,981 2,928,572
Andrew<br> A. Wiederhorn 1,573,025,885 1,021,536 2,928,572
Mason<br> A. Wiederhorn 1,573,162,993 884,428 2,928,572
Taylor<br> A. Wiederhorn 1,573,158,832 888,589 2,928,572
Thayer<br> D. Wiederhorn 1,573,159,329 888,092 2,928,572

As previously disclosed, James Ellis resigned from the Board of Directors prior to the date of the Annual Meeting. The nomination of Mr. Ellis for re-election to the Board at the Annual Meeting was withdrawn, and any votes for Mr. Ellis at the Annual Meeting were disregarded.

ProposalNo. 2 –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 vote regarding this proposal was as follows:

For Against Abstained Broker Non-Votes
1,573,136,163 887,096 24,162 2,928,572

ProposalNo. 3 –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 28, 2025 was approved. The vote regarding this proposal was as follows:

For Against Abstained Broker Non-Votes
1,576,854,597 106,263 15,134 N/A

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 31, 2025

FAT Brands Inc.
By: /s/ Kenneth J. Kuick
Kenneth<br> J. Kuick
Chief<br> Financial Officer