8-K
ONE Group Hospitality, Inc. (STKS)
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 21, 2024
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37379 | 14-1961545 | ||
|---|---|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | | | | Identification No.) |
1624 Market Street , Suite 311
Denver , Colorado **** 80202
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: ( 646 ) 624-2400
(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. below):
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|---|---|
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication 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 of each class | Trading Symbol(s) | Name of each exchange on which<br>registered |
|---|---|---|
| Common Stock | STKS | Nasdaq |
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 5.07Submission of Matters to a Vote of Security Holders
The results of the votes on the three matters considered at the Annual Meeting are as follows. Each of the proposals received the requisite vote for approval.
| 1. | Election of Directors: |
|---|
To elect the following Class II directors to serve a three-year term expiring in 2027:
| | FOR<br><br> | WITHHOLD |
|---|---|---|
| Eugene Bullis<br><br> | 18,251,618 | 2,772,792 |
| Susan Lintonsmith<br><br> | 19,544,783 | 1,479,627 |
| Haydee Olinger<br><br> | 19,544,633 | 1,479,777 |
To elect the following Class I director to serve a two-year term expiring in 2026:
| | FOR<br><br> | WITHHOLD |
|---|---|---|
| James Chambers<br><br> | 20,578,306 | 446,104 |
To elect the following Class III director to serve a one-year term expiring in 2025:
| | FOR<br><br> | WITHHOLD | |
|---|---|---|---|
| Scott Ross<br><br> | 20,578,316 | 446,094 | |
| 2. | To ratify the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | ||
| --- | --- | ||
| | FOR | AGAINST | ABSTAIN<br><br> |
| --- | --- | --- | --- |
| | 27,153,721 | 3,164 | 721<br><br> |
| 3. | To approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement. | ||
| --- | --- | ||
| | <br><br> | ||
| --- | --- | --- | --- |
| | FOR | AGAINST | ABSTAIN<br><br> |
| | 19,787,515 | 1,231,902 | 4,993<br><br> |
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.
| | | |
|---|---|---|
| Dated: May 21, 2024 | THE ONE GROUP HOSPITALITY, INC. | |
| | | |
| | By: | /s/ Tyler Loy |
| | Name: | Tyler Loy |
| | Title: | Chief Financial Officer |