Rave Restaurant Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS |
An Annual Meeting of Shareholders of Rave Restaurant Group, Inc. (the “Company”) was held on December 10, 2024. Of the 14,586,566 shares of common stock of the Company entitled to vote at the meeting, 9,752,139 shares were represented at the Annual Meeting in person or by proxy.
Proposal One – Election of Directors
At the Annual Meeting, the following individuals were elected to serve as directors of the Company and received the number of votes set forth opposite their respective names:
| Director | Votes For | Votes Withheld | ||
| Clinton J. Coleman | 6,693,547 | 178,234 | ||
| William C. Hammett, Jr. | 6,569,717 | 302,064 | ||
| Robert B. Page | 6,695,613 | 176,168 | ||
| Mark E. Schwarz | 6,116,210 | 755,571 |
On Proposal 1 there were a total of 2,880,358 broker non-votes. There were no non-broker votes cast on any subsequent proposals.
Proposal Two - Ratification of Selection of Independent Accountants
Shareholders also ratified the selection of Whitley Penn LLP (“Whitley Penn”) as the independent registered public accounting firm of the Company for fiscal 2025. At the Annual Meeting, 9,583,942 shares were voted in favor of ratifying the selection of Whitley Penn; 41,761 shares were voted against ratifying the selection of Whitley Penn; and 126,436 shares abstained from voting on ratifying the selection of Whitley Penn.
Proposal Three – Approval of Reverse / Forward Stock Split
Shareholders also were asked to approve the amendments to the Company’s Amended and Restated Articles of Incorporation to effect a 1 for 1,000 reverse stock split of the Company Common Stock followed immediately by an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a 1,000 for 1 forward stock split of the Company Common Stock (the “Reverse / Forward Stock Split Proposal”).
At the Annual Meeting, 9,189,512 shares were voted in favor of the Reverse / Forward Stock Split Proposal; 460,125 shares were voted against the Reverse / Forward Stock Split Proposal; and 102,502 shares abstained from voting on the Reverse / Forward Stock Split Proposal.
Proposal No. 4 – Approval of Adjournment if Necessary
The Board of Directors submitted to the shareholders for authority to adjourn the Annual Meeting, if necessary, in the event there were insufficient votes at the time of the Annual Meeting to approve the Reverse / Forward Stock Split Proposal (the “Adjournment Proposal”).
With respect to the Adjournment Proposal, 9,215,593 shares were voted in favor; 401,170 shares were voted against; with 135,376 shares abstaining.
No other matters were voted upon at the Annual Meeting.
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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.
| RAVE RESTAURANT GROUP, INC. | ||
| Date: December 13, 2024 | By: | /s/ BRANDON L. SOLANO |
| Brandon Solano (principal executive officer) | ||
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