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EX-99.1 - EXHIBIT 99.1 - KONA GRILL INCex99-1.htm

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

 

 

 

May 8, 2017

 

 

Date of Report (Date of earliest event reported)

 

 

 

 

 

 

 

 

KONA GRILL, INC.

 

 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware

 

001-34082

 

20-0216690

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

15059 North Scottsdale Road, Suite 300

Scottsdale, Arizona 85254

 
  (Address of principal executive offices) (Zip Code)  
     
     
 

(480) 922-8100

 

(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 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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 2.02

Results of Operations and Financial Condition.

 

On May 8, 2017, Kona Grill, Inc. issued a press release reporting financial results for the first quarter ended March 31, 2017. A copy of this press release, including information concerning forward looking statements and factors that may affect our future results, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02.

 

The information in this Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

   

On May 2, 2017, Kona Grill, Inc. (“the Company”) held its Annual Meeting of Stockholders. For more information on the following proposals, see the Company’s proxy statement dated March 15, 2017, the relevant portions of which are incorporated herein by reference. Below are the final voting results.

 

 

(1)

The stockholders elected each of the Class III directors to serve for a three-year term expiring in 2020:

 

 

For

  Against

Broker

Non-Votes

Berke Bakay

5,078,369

 

2,462,316

1,271,424

Richard J. Hauser

3,779,473

 

3,761,212

1,271,424

 

 

 

(2)

The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017:

 

For

8,795,077

 

Against

13,529

 

Abstain

3,503

 

 

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

 

99.1

Press release from Kona Grill, Inc. dated May 8, 2017 titled, “Kona Grill Reports First Quarter 2017 Results”

 

 

 

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.

 

Date: May 8, 2017 

KONA GRILL, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Christi Hing

 

 

 

Christi Hing

 

 

 

Chief Financial Officer

 

 

 
 

 

 

EXHIBIT INDEX

 

 

Exhibit
Number 
Description
   

99.1

Press release from Kona Grill, Inc. dated May 8, 2017 titled, “Kona Grill Reports First Quarter 2017 Results”