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 1, 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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| (a) | The Annual Meeting of Stockholders of the Company was held on May 1, 2012, in connection with which we filed a Proxy Statement with the SEC on March 22, 2012. |
| (b) | The following matters were voted upon at the meeting and approved by the stockholders: |
| (1) | Each of the nominees, as described in the Proxy Statement referenced above, was re-elected as a director to hold office until the next Annual Meeting of Stockholders or until his successor is elected and qualified. |
| Nominee name |
Votes For | Votes Withheld | Broker Non Votes | |||||||||
| Michael W. Arthur |
15,631,832 | 116,486 | 673,697 | |||||||||
| E. Nelson Heumann |
15,664,756 | 83,562 | 673,697 | |||||||||
| Frank C. Meyer |
15,679,111 | 69,207 | 673,697 | |||||||||
| Edna K. Morris |
15,667,121 | 81,197 | 673,697 | |||||||||
| Thomas J. Mueller |
15,645,012 | 103,306 | 673,697 | |||||||||
| Jeffrey J. O’Neill |
14,405,107 | 1,343,211 | 673,697 | |||||||||
| S. Garrett Stonehouse, Jr. |
15,644,915 | 103,403 | 673,697 | |||||||||
| (2) | Proposal to ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as independent auditors for the Company for the fiscal year ending January 1, 2013. |
| Votes For |
Votes Against | Abstentions | Broker Non Votes | |||||||||
| 16,406,546 |
15,437 | 32 | — | |||||||||
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: May 3, 2012 | /s/ Emanuel P.N. Hilario | |
| Emanuel P.N. Hilario | ||
| Chief Financial Officer | ||