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EX-99.1 - EXHIBIT 99.1 - Chanticleer Holdings, Inc.v332034_ex99-1.htm



Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): January 11, 2013



(Exact name of registrant as specified in its charter)



Delaware 000-29507 20-2932652
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification)


        11220 Elm Lane, Suite 203, Charlotte, NC 28277        

(Address of principal executive office) (zip code)



(Former address of principal executive offices) (zip code)


(704) 366-5122
(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. below):


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


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


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 11, 2013, the Board of Directors of Chanticleer Holdings, Inc. (the “Company”) elected Russell (“Rusty”) Page to the Company’s Board of Directors.   Mr. Page is a thirty-five year investor relations executive and is currently the founder and principal of Rusty Page & Company, a unique equity marketing/investor relations consulting firm.  He also currently sits on the Board of Directors of The Diamond Hill Financial Trends Fund. Mr. Page previously served as Senior Managing Director of The NASDAQ Stock Market, as well as Senior Vice President and Equity Marketing Executive for NationsBank Corporation, the predecessor of Bank of America. Mr. Page joined the Board of Directors to fill the vacancy created by Brian Corbman’s resignation.


While the Board of Directors has determined that Mr. Page is not currently independent, given a previous relationship with the Company, it is expected that he will be deemed independent, consistent with the rules of The NASDAQ Stock Market, as of July 1, 2013.


The Board has not yet appointed Mr. Page to any Board committee.


ITEM 9.01       Financial Statements and Exhibits


(d)        Exhibits


99.1      Press release dated January 14, 2013




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:        January 14, 2013


  Chanticleer Holdings, Inc.
  By:  /s/ Michael D. Pruitt
Michael D. Pruitt
Chief Executive Officer