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 17, 2017
Fogo de Chao, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-37450 |
45-5353489 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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14881 Quorum Drive, Suite 750, Dallas, TX 75254 |
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(Address of Principal Executive Offices) (Zip Code) |
972-960-9533
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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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: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [X]
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. [X]
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Stockholders held on May 17, 2017, the stockholders of Fogo de Chao, Inc. (the "Company") voted on (1) the election of two Class II directors nominated by the Board to serve until the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified, and (2) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The proposals are further described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 13, 2017. The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s stockholders.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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Proposal 1: Election of Directors |
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Douglas R. Pendergast |
25,528,578 |
0 |
234,473 |
1,187,967 |
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Jeff T. Swenson |
25,185,127 |
0 |
577,924 |
1,187,967 |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2017 |
26,924,565 |
19,221 |
7,232 |
0 |
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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.
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Fogo de Chao, Inc. |
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Date: May 17, 2017 |
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By: |
/s/ Lawrence J. Johnson |
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Lawrence J. Johnson |
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Chief Executive Officer |