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EX-10.1 - EX-10.1 - Waitr Holdings Inc. | d910184dex101.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
Date of Report (Date of earliest event reported): June 16, 2020
WAITR HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-37788 | 26-3828008 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
214 Jefferson Street, Suite 200, Lafayette, Louisiana |
70501 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (337) 534-6881
Not Applicable
(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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, Par Value $0.0001 Per Share | WTRH | The Nasdaq Stock Market LLC |
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 ☒
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Waitr Holdings Inc. (the Company) held its 2020 Annual Meeting of Stockholders (the Annual Meeting) on June 16, 2020. At the Annual Meeting, the Companys stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the Amended Plan), which is an amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the 2018 Incentive Plan). The Amended Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and directors of the Company, in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock-based or cash-based awards. The Amended Plan was adopted principally to serve as a successor plan to the 2018 Incentive Plan, and to increase the number of shares of common stock reserved for issuance of equity-based awards by 13,500,000 shares, which is in addition to the share reserve amount that remained available under the 2018 Incentive Plan prior to the adoption of the Amended Plan. Additionally, the Amended Plan extends the evergreen provisions under the 2018 Incentive Plan, so that they will now expire on January 1, 2030.
The foregoing description of the Amended Plan is not complete and is qualified in its entirety by the complete terms and conditions of the Amended Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, a description of the material terms of the Amended Plan was included in the Companys definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 29, 2020 (the Proxy Statement).
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Companys stockholders were asked to consider and vote upon the following three proposals: (1) to elect four Class II directors to serve until the 2023 Annual Meeting of Stockholders of the Company, (2) to approve the amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan, including an increase in the number of shares of common stock reserved for issuance thereunder and (3) to ratify the appointment of Moss Adams LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Companys Proxy Statement:
1. | The Class II directors that were up for election at the Annual Meeting were each elected for a three-year term expiring at the Companys 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. Votes regarding the election of these directors were as follows: |
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
Carl A. Grimstad |
32,297,681 | 416,966 | 31,868,031 | |||
Charles Holzer |
32,358,492 | 356,155 | 31,868,031 | |||
Buford Ortale |
32,374,051 | 340,596 | 31,868,031 | |||
William Gray Stream |
26,755,539 | 5,959,108 | 31,868,031 |
2. | The amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance thereunder was approved. The voting results were as follows: |
Votes For |
Votes Against |
Abstensions | ||
23,669,271 |
8,369,346 | 676,030 |
3. | Moss Adams LLP was ratified as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows: |
Votes For |
Votes Against |
Abstensions | ||
63,678,092 |
430,109 | 474,477 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
10.1 | Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan |
SIGNATURE
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.
WAITR HOLDINGS INC. | ||||||
Date: June 17, 2020 | By: | /s/ Carl Grimstad | ||||
Name: Carl Grimstad | ||||||
Title: Chief Executive Officer |