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

 

October 18, 2011

Date of report (Date of earliest event reported)

 

Granite City Food & Brewery Ltd.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

0-29643

 

41-1883639

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5402 Parkdale Drive, Suite 101

Minneapolis, MN 55416

(Address of principal executive offices, including zip code)

 

(952) 215-0660

(Registrant’s telephone number, including area code)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

(e)           Long-Term Incentive Plan

 

On October 18, 2011, our shareholders approved our Long-Term Incentive Plan.  The terms and conditions of such plan are set forth under the caption “Proposal No. 2 Approval of Long-Term Incentive Plan” in our Definitive Schedule 14A (Proxy Statement) filed with the Securities and Exchange Commission on September 20, 2011.  Such description, which is qualified in its entirety by reference to the Long-Term Incentive Plan at Exhibit 10 to this report, is incorporated by reference in response to this Item 5.02(e).

 

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

(a)           We held our annual meeting of shareholders on October 18, 2011.  The matters that were voted upon at the meeting, and the number of votes cast for and against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

 

(b)

 

1.             Robert J. Doran, Fouad Z. Bashour, Charles J. Hey, Joel C. Longtin, Louis M. Mucci, Michael S. Rawlings, Michael H. Staenberg, and Steven J. Wagenheim were elected directors of the Company for the ensuing year and until their successors shall be elected and duly qualified. The results of the vote were as follows:

 

 

 

For

 

Withhold

 

Broker Non-Votes

 

Robert J. Doran

 

4,770,685

 

95,128

 

1,494,798

 

Fouad Z. Bashour

 

4,759,411

 

106,402

 

1,494,798

 

Charles J. Hey

 

4,737,368

 

128,445

 

1,494,798

 

Joel C. Longtin

 

4,770,363

 

95,450

 

1,494,798

 

Louis M. Mucci

 

4,770,380

 

95,433

 

1,494,798

 

Michael S. Rawlings

 

4,752,584

 

113,229

 

1,494,798

 

Michael H. Staenberg

 

4,788,288

 

77,525

 

1,494,798

 

Steven J. Wagenheim

 

4,745,680

 

120,133

 

1,494,798

 

 

2.             The proposal to approve the Long-Term Incentive Plan was approved. The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

4,719,170

 

136,026

 

10,617

 

1,494,798

 

 

3.             The appointment of Schechter, Dokken, Kanter, Andrews & Selcer, Ltd. as our independent registered public accounting firm for the fiscal year ending December 27, 2011 was ratified.  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

6,275,420

 

84,681

 

510

 

0

 

 

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ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Exhibits

 

 

 

See “Exhibit Index.”

 

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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.

 

 

 

Granite City Food & Brewery Ltd.

 

 

 

 

Date: October 20, 2011

By:

/s/ James G. Gilbertson

 

 

James G. Gilbertson

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

10

 

Granite City Food & Brewery Ltd. Long-Term Incentive Plan (incorporated by reference to our Definitive Schedule 14A (Proxy Statement), filed on September 20, 2011 (File No. 000-29643)).

 

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