8-K
Good Times Restaurants Inc. (GTIM)
| 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) | ||
| February 13, 2020 | ||
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-18590 | 84-1133368 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 141 Union Boulevard, #400, Lakewood, CO 80228 | ||
| --- | ||
| (Address of principal executive offices including zip code) | ||
| Registrant’s telephone number, including area code: (303) 384-1400 | ||
| Not applicable | ||
| (Former name 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 Instruction A.2.): | ||
| ☐ | 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)) | |
| Indicate by check mark whether the registrant is an emerging growth<br> company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange<br> 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. ☐ | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock, $0.001 par value | GTIM | Nasdaq Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders | |
| --- | --- |
On February13, 2020, Good Times Restaurants Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). The Company’s Stockholders voted on three proposals: (1) to elect the nominated directors of the Company to serve until the next annual meeting or until the appointment or election and qualification of their successors; (2) To submit an advisory vote on the compensation of the Company’s named executive officers; and (3) To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2020. These matters are more fully described in the Company’s Proxy Statement for the 2020 Annual Meeting.
The certified results of the matters voted on at the 2020 Annual Meeting are as follows:
Proposal 1: Election of Directors
| For | Against | Abstain | Broker Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|
| Geoffrey R. Bailey | 5,390,534 | 312,473 | 44,816 | 4,766,926 | ||||
| Charles Jobson | 5,455,643 | 289,114 | 3,066 | 4,766,926 | ||||
| Jason S. Maceda | 5,520,541 | 224,216 | 3,066 | 4,766,926 | ||||
| Robert J. Stetson | 5,388,121 | 357,386 | 2,316 | 4,766,926 |
Proposal2: Approve, on an advisory basis, the compensation of the Company’s named executive officers
| For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 5,591,128 | 91,922 | 64,773 | 4,766,926 |
Proposal3: To ratify the appointment of Moss Adams, LLP as theCompany’s independent registered public accounting firm for the fiscal year ending September 29, 2020
| For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 10,372,091 | 119,633 | 23,025 | 0 | ||||
| Item 8.01 | Other Events | ||||||
| --- | --- |
Following the 2020 Annual Meeting, the Company’s Board of Directors elected the Chairman of the Board and Board of Director Committee Members set forth below. Biography information is more fully described the Company’s Proxy Statement for the 2020 Annual Meeting.
Mr. Geoffrey R. Bailey will serve as Chairman of the Board.
| Audit Committee | Compensation Committee |
|---|---|
| Jason S. Maceda, Committee Chairman | Geoffrey R. Bailey, Committee Chairman |
| Charles Jobson | Charles Jobson |
| Robert J. Stetson | Robert J. Stetson |
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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.
| GOOD TIMES RESTAURANTS INC. | |
|---|---|
| Date: February 18, 2020 |  |
| Ryan M. Zink | |
| Acting Chief Executive Officer<br><br>Chief Financial Officer and Treasurer |
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