BurgerFi International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BFI
Restaurants
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 6, 2024
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Item 5.07. Submission of Matters to a Vote of Security Holders.
BurgerFi International, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (“Annual Meeting”) at 10:00 a.m. Eastern Time on June 6, 2024 for the purpose of: (i) electing two Class B directors of the Company, each for a term of three years or until their successors are duly elected and qualified or until their earlier resignation or removal, (ii) ratifying the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2024 fiscal year, (iii) approving, on an advisory basis, the compensation of the Company’s named executive officers and (iv) approving, on an advisory basis, the frequency of future votes on the compensation of the Company’s named executive officers. For more information on these proposals, which are described below, please refer to the Company’s proxy statement dated April 25, 2024. As of the record date of April 9, 2024, there were a total of 27,042,213 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting. Proxies were received for 17,159,877.62 shares of common stock, or approximately 63.46% of the shares issued and outstanding and entitled to vote at the Annual Meeting; therefore, a quorum was present.
Proposal 1 - To elect two Class B directors of the Company, each for a term of three years or until their successors are duly elected and qualified or until their earlier resignation or removal.
The two Class B director nominees proposed by the Company’s Board of Directors were each elected to serve as a director for a term of three years or until their successors are duly elected and qualified or until their earlier resignation or removal. The final voting results for each nominee were as follows:
Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||
Vivian Lopez-Blanco | 8,597,080 | 4,185,859 | 4,376,939 | |||||||||||||||||||||||||||||||||||||||||||||||
Allison Greenfield | 5,683,991 | 7,098,948 | 4,376,939 | |||||||||||||||||||||||||||||||||||||||||||||||
Proposal 2 - To ratify the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm of the Company for the 2024 fiscal year.
Stockholders voted to ratify the appointment of KPMG LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 30, 2024. The proposal received the following final voting results:
For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||||||||
13,880,700 | 517,712 | 2,761,466 | |||||||||||||||||||||||||||||||||||||||||||||
Proposal 3 - To approve, on an advisory basis, the compensation of the Company’s named executive officers.
Stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal received the following final voting results:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||||||||||||||
9,452,335 | 467,385 | 2,865,252 | 4,374,906 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Proposal 4 - To approve, on an advisory basis, the frequency of future votes on the compensation of the Company’s named executive officers.
Stockholders voted to approve, on an advisory basis, the frequency of future votes on the compensation of the Company’s named executive officers. The proposal received the following final voting results:
1 Yr | 2 Yr | 3 Yr | Abstain | Broker Non-Votes | ||||||||||||||||||||||
9,006,690 | 6,316 | 1,007,900 | 2,764,066 | 4,374,906 | ||||||||||||||||||||||
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.
Dated: June 7, 2024
| BURGERFI INTERNATIONAL, INC. | ||||||||
| By: | /s/ Carl Bachmann | |||||||
| Carl Bachmann, Chief Executive Officer | ||||||||