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 25, 2019

 

LUBY’S, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

1-8308

  74-1335253
(Commission File Number)   (I.R.S. Employer Identification No.)
     
13111 Northwest Freeway, Suite 600 Houston, Texas   77040
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (713) 329-6800

 

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:

 

☐ 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 5.07. Submission of Matters to a Vote of Security Holders.

 

On January 25, 2019, Luby’s, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) in Houston, Texas. As of December 5, 2018, the record date for the Annual Meeting, there were a total of 29,664,360 shares of common stock of the Company (“Common Stock”) outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 26,940,743 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

 

The shareholders of the Company voted on the following items at the Annual Meeting:

 

(1) The election of nine directors for a term expiring at the 2020 annual meeting of shareholders of the Company;

 

(2) The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending August 28, 2019;

 

(3) The advisory vote approving the compensation of the Company’s named executive officers; and
     
(4) The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement for shareholders to remove directors.

 

Set forth below are the proposals voted upon at the Annual Meeting, and the final voting results as certified by the independent inspector of elections, American Election Services, LLC. For more information about any of the proposals voted on at the Annual Meeting, please see the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2018 (the “Proxy Statement”).

 

Proposal 1 – Election of Directors

 

Based on the votes set forth below, shareholders elected the following candidates nominated by the board of directors of the Company (the “Board”) as directors of the Company: Gerald W. Bodzy, Judith Craven, Jill Griffin, Gasper Mir, III, Christopher J. Pappas, Harris J. Pappas and Twila M. Day. None of the four director candidates nominated by Bandera Master Fund L.P. (“Bandera”) were elected. Frank Markantonis and Joe McKinney, candidates nominated by the Board, each received less than a majority of the votes cast at the Annual Meeting but more votes than each director candidate of Bandera. Therefore, pursuant to Section 141(b) of the Delaware General Corporation Law, Mr. Markantonis and Mr. McKinney will remain directors of the Company until successors for such directors are elected or until such directors’ earlier resignation or removal.

 

Contrary to what Bandera stated on its proxy card and in its proxy statement filed with the SEC on December 26, 2018, Bandera did not vote the proxies it held for the Company’s director candidates other than Christopher J. Pappas, Harris J. Pappas, Frank Markantonis and Gasper Mir, III, and instead only voted for its own director candidates.

 

The following sets forth the results of the voting with respect to each director candidate:

 

Nominees of the Company

 

Nominee   For   Against   Abstain/Withhold  

Broker Non-votes

 
Gerald W. Bodzy   14,478,589   137,492   45,576   243,826  
Judith Craven, M.D.   14,392,308   142,861   126,488   243,826  
Jill Griffin   14,470,328   141,270   50,060   243,826  
Frank Markantonis   13,206,503   1,304,689   150,466   243,826  
Joe McKinney   13,334,316   1,291,724   35,617   243,826  
Gasper Mir, III   14,385,882   149,700   126,075   243,826  
Christopher J. Pappas   14,462,687   149,741   49,229   243,826  
Harris J. Pappas   14,459,342   153,058   49,257   243,826  
Twila M. Day   14,469,006   139,331   53,320   243,826  

 

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Nominees of Bandera



Nominee   For   Against   Abstain/Withhold   Broker Non-votes  
Jefferson Gramm   11,970,194   -   65,067   243,826  
William Philip Gramm   11,469,426   -   565,835   243,826  
Stacy Hock   8,621,570   -   3,413,691   243,826  
Savneet Singh   8,620,717   -   3,414,544   243,826  

 

Proposal 2 – Ratify the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accountants

The shareholders approved, on an advisory basis, the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 28, 2019. The following sets forth the results of the voting with respect to this proposal:

 

For   Against   Abstentions   Broker Non-votes
26,671,676   181,077   87,991   0

 

Proposal 3 – Advisory Vote on Compensation of the Company’s Named Executive Officers

 

The shareholders approved the advisory vote on the compensation of the Company’s named executive officers, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:

 

For   Against   Abstentions   Broker Non-votes
17,381,856   9,108,581   206,480   243,826

 

Proposal 4 – Approval of an Amendment of the Company’s Amended and Restated Certificate of Incorporation

 

The shareholders did not approve the amendment of the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement for shareholders to remove directors (the “Certificate Amendment Proposal”). Approval of the Certificate Amendment Proposal required the affirmative vote of the holders of 80% or more of the voting power of the outstanding shares. The following sets forth the results of the voting with respect to this proposal:

For   Against   Abstentions   Broker Non-votes
15,183,783   7,220,505   4,292,631   243,826

 

No other matters were presented for consideration or shareholder action 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.

 

Date: January 30, 2019 LUBY’S, INC.
     
  By: /s/ Christopher J. Pappas
    Christopher J. Pappas
    President and Chief Executive Officer

 

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