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): January 18, 2012
Einstein Noah Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
001-33515
(Commission File Number)
| Delaware | 13-3690261 | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
| 555 Zang Street, Suite 300, Lakewood, Colorado | 80228 | |
| (Address of principal executive offices) | (Zip Code) | |
(303) 568-8000
(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:
| ¨ | 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)) |
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 18, 2012, the Board of Directors (the “Board”) of Einstein Noah Restaurant Group, Inc. (the “Company”) increased the number of directors of the Company from 6 to 7 and elected Ms. Edna Morris to serve as a director of the Company. Ms. Morris has not been named to serve on any of the Board’s committees at this time.
As an independent director, Ms. Morris will receive equity grants under the Company’s Equity Plan for Non-Employee Directors. Ms. Morris will also participate in the standard compensation plan for non-employee directors. There are no arrangements or understandings pursuant to which Ms. Morris was elected as a director, and there are no related party transactions between the Company and Ms. Morris that would require disclosure under Item 404(a) of Regulation S-K.
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.
| EINSTEIN NOAH RESTAURANT GROUP, INC. | ||
| Date: January 20, 2012 | /s/ EMANUEL P.N. HILARIO | |
| Emanuel P.N. Hilario | ||
| Chief Financial Officer | ||