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Section 1: 8-K

 

 

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)
January 31, 2019
 
 
(Exact name of registrant as specified in its charter)
 
 
Nevada 000-18590 84-1133368
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
141 Union Boulevard, #400, Lakewood, CO 80228
(Address of principal executive offices including zip code)
 
Registrant’s telephone number, including area code: (303) 384-1400
 
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
Instruction A.2.):

 

     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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.07Submission of Matters to a Vote of Security Holders

 

On January 31, 2019, Good Times Restaurants Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”). The Company’s shareholders voted on three proposals: (1) elect the nominated directors of the Company to serve until the next annual meeting or until the appointment or election and qualification of their successors; (2) approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and (3) ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 24, 2019. These matters are more fully described in the Company’s Proxy Statement for the 2019 Annual Meeting.

 

The certified results of the matters voted on at the 2019 Annual Meeting are as follows:

 

Proposal 1:       Election of Directors

 

   For   Against   Abstain   Broker
Non-Votes
 
Geoffrey R. Bailey   5,287,408    127,767    36,070    5,797,164 
Boyd E. Hoback   3,722,337    1,694,056    34,852    5,797,164 
Charles Jobson   5,327,264    91,229    32,752    5,797,164 
Jason S. Maceda   5,359,506    86,987    4,752    5,797,164 
Robert J. Stetson   5,327,261    91,232    32,752    5,797,164 

 

Proposal 2:        Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers

 

    1 Year   2 Years   3 Years   Abstain 
     1,811,084    3,485,779    146,452    7,930 

  

Proposal 3:       To ratify the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 24, 2019

 

    For   Against   Abstain     
      11,184,449    56,298    7,662       

   

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Item 8.01Other Events

 

Following the 2019 Annual Meeting, the Company’s board of directors elected the Chairman of the Board and board committee members set forth below. Biography information is more fully described the Company’s Proxy Statement for the 2019 Annual Meeting.

 

Mr. Geoffrey R. Bailey will serve as Chairman of the Board.

 

Audit Committee   Compensation Committee
     
Jason S. Maceda, Committee Chairman   Geoffrey R. Bailey, Chairman
Charles Jobson   Charles Jobson
Robert J. Stetson   Robert J. Stetson

 

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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.

 

 

  GOOD TIMES RESTAURANTS INC.
     
     
Date: February 6, 2019    
  Boyd E. Hoback
  President and Chief Executive Officer

 

 

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