FAT Brands Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 23, 2025, FAT Brands Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, three proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 13, 2025. Holders of shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect an aggregate of the number of votes per share to which all classes of common stock were entitled to vote at the Annual Meeting. The aggregate voting power of all outstanding classes of common stock at the Annual Meeting amounted to 2,558,278,520 votes.
Proposal No. 1 – Election of Directors. Stockholders elected 13 nominees for director to the Company’s Board of Directors to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The vote regarding this proposal was as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||
| John S. Allen | 1,573,180,268 | 867,153 | 2,928,572 | |||
| Donald J. Berchtold | 1,573,167,572 | 879,849 | 2,928,572 | |||
| Tyler B. Child | 1,573,096,043 | 951,378 | 2,928,572 | |||
| Lynne L. Collier | 1,573,138,541 | 908,880 | 2,928,572 | |||
| Mark Elenowitz | 1,573,179,491 | 867,930 | 2,928,572 | |||
| Peter R. Feinstein | 1,573,178,587 | 868,834 | 2,928,572 | |||
| Matthew H. Green | 1,573,180,065 | 867,356 | 2,928,572 | |||
| John C. Metz | 1,573,166,874 | 880,547 | 2,928,572 | |||
| Carmen Vidal | 1,573,169,441 | 877,981 | 2,928,572 | |||
| Andrew A. Wiederhorn | 1,573,025,885 | 1,021,536 | 2,928,572 | |||
| Mason A. Wiederhorn | 1,573,162,993 | 884,428 | 2,928,572 | |||
| Taylor A. Wiederhorn | 1,573,158,832 | 888,589 | 2,928,572 | |||
| Thayer D. Wiederhorn | 1,573,159,329 | 888,092 | 2,928,572 |
As previously disclosed, James Ellis resigned from the Board of Directors prior to the date of the Annual Meeting. The nomination of Mr. Ellis for re-election to the Board at the Annual Meeting was withdrawn, and any votes for Mr. Ellis at the Annual Meeting were disregarded.
Proposal No. 2 –Advisory Vote on the Compensation of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved. The vote regarding this proposal was as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 1,573,136,163 | 887,096 | 24,162 | 2,928,572 |
Proposal No. 3 –Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the selection of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025 was approved. The vote regarding this proposal was as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 1,576,854,597 | 106,263 | 15,134 | N/A |
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 thereunto duly authorized.
Date: December 31, 2025
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||