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): June 14, 2018

 

Rave Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

 

Missouri 0-12919 45-3189287
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

  

3551 Plano Parkway, The Colony, Texas 75056

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (469) 384-5000

 

Rave Restaurant Group, Inc.

(Former name or former address, if changed since last report)

 

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):

 

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

 

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

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

 

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. o

 
 

 

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

The Annual Meeting of Shareholders of Rave Restaurant Group, Inc. (the “Company”) was held on June 14, 2018. Of the 15,047,274 shares of common stock of the Company entitled to vote at the meeting, 13,968,177 shares were represented at the Annual Meeting in person or by proxy.

 

Proposal One – Election of Directors

 

At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:

Director Votes For Votes Withheld Broker Non-Votes
Mark E. Schwarz 8,034,830    416,294 5,517,053`
Brian T. Bares 8,212,273    238,851 5,517,053
Clinton J. Coleman 7,260,367 1,190,757 5,517,053
William C. Hammett, Jr. 7,260,476 1,190,648 5,517,053
Robert B. Page 7,266,529 1,184,595 5,517,053
Ramon D. Phillips 7,260,325 1,190,799 5,517,053

 

Proposal Two - Advisory Vote on Resolution to Approve Executive Compensation

 

The Board of Directors submitted to the shareholders for a non-binding, advisory vote the following resolution (the “Say-On-Pay Resolution”):

 

“RESOLVED, that the shareholders hereby approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K under the heading ‘EXECUTIVE COMPENSATION’ in the Company’s Proxy Statement dated April 27, 2018, including the compensation tables and narrative discussion.”

 

At the Annual Meeting, 7,762,383 shares were voted in favor of the Say-On-Pay Resolution; 390,438 shares were voted against the Say-On-Pay Resolution; 298,303 shares abstained from voting on the Say-On-Pay Resolution; and 5,517,053 shares were broker non-votes on the Say-On-Pay Resolution.

 

Proposal Three - Ratification of Selection of Independent Accountants

 

Shareholders also ratified the selection of Montgomery, Coscia and Greilich LLP (“MCG”) as the independent auditors of the Company for fiscal 2018. At the Annual Meeting, 13,854,877 shares were voted in favor of the selection of MCG; 106,338 shares were voted against the selection of MCG; and 6,962 shares abstained from voting on the selection of MCG.

 

No other matters were voted upon at the Annual Meeting.

 

 
 

 

 

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.

 

  Rave Restaurant Group, Inc.
     
Date:  June 20, 2018 By: /s/ TIMOTHY E. MULLANY
  Timothy E. Mullany,
     Chief Financial Officer