Carrols Restaurant Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TAST
Restaurants
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2024
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices, and Zip Code)
(315 ) 424-0513
Registrant’s Telephone Number, Including Area Code
(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):
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Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 Sec.230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR Sec.240.12b-2).
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Emerging growth company
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On May 14, 2024, Carrols Restaurant Group, Inc. (“Carrols” or the
“Company”) held a special meeting of stockholders (the “Special Meeting”)
to consider the proposals set forth in the definitive proxy statement of the Company filed with the U.S. Securities and Exchange Commission on April 12, 2024, as supplemented on May 6, 2024 (as supplemented, the “Proxy Statement”), related to the Agreement and Plan of Merger (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”) by and among the Company, Restaurant Brands International Inc., a
corporation existing under the laws of Canada (“Parent”), and BK Cheshire Corp., a Delaware corporation and subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions described therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a subsidiary of Parent.
As of April 8, 2024, the record date for the Special Meeting, there were (i) 54,928,578 shares of common stock of the Company, par value $0.01 per share
(“Carrols Common Stock”), outstanding and entitled to vote at the Special Meeting (on a fully diluted basis with respect to shares entitled to vote and
without giving effect to the conversion of the Series D Convertible Preferred Stock of the Company) and (ii) 100 shares of Series D Convertible Preferred Stock of the Company, par value $0.01 per share, issued and outstanding, each of which is
convertible into 94,145.80 shares of Carrols Common Stock, or an aggregate of 9,414,580 shares of Carrols Common Stock, and which votes with the Carrols Common Stock on an as-converted basis. Therefore, the total number of Carrols capital stock
entitled to vote at the Special Meeting was 64,343,158 shares. At the Special Meeting, a total of 49,186,191 shares of Carrols capital stock, representing approximately 76.44% of the Carrols capital stock outstanding and entitled to vote, were
present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting the following proposals were considered:
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(1)
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the proposal to approve the adoption of the Merger Agreement (the “Merger Proposal”);
and
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(2)
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the proposal to approve, on an advisory (non-binding) basis, the compensation that will or may become payable by Carrols to its named executive officers in
connection with the merger of Merger Sub with and into Carrols (the “Compensation Proposal”).
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The Merger Proposal and the Compensation Proposal were approved by the requisite votes of the Company’s stockholders. Approval of the Merger Proposal
required the affirmative vote of the holders of (1) a majority of the voting power of the outstanding capital stock of the Company entitled to vote thereon, voting together as a single class (the “Majority Vote”), and (2) a majority of the outstanding Carrols Common Stock held by the Unaffiliated Company Stockholders (as defined in the Merger Agreement) (the “Unaffiliated Company Stockholder Vote”). Approval of the Compensation Proposal required the affirmative vote of a majority of the voting power of the Carrols capital stock present at
the Special Meeting or represented by proxy and entitled to vote thereon, voting together as a single class. The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy
Statement.
Proposal 1 – Merger Proposal
Majority Vote:
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Votes For
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Votes Against
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Abstentions
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49,011,315
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89,698
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85,178
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Unaffiliated Company Stockholder Vote:
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Votes For
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Votes Against
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Abstentions
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37,488,714
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89,698
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85,178
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Proposal 2 – Compensation Proposal
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Votes For
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Votes Against
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Abstentions
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41,304,231
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7,365,845
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516,115
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No other matters were submitted for stockholder action at the Special Meeting.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
CARROLS RESTAURANT GROUP, INC.
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By:
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/s/ Jared L. Landaw
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Name:
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Jared L. Landaw
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Title:
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Senior Vice President, General Counsel and Secretary
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Dated: May 15, 2024