Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 5, 2020, Luby’s, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting") in Houston, Texas. As of December 9, 2019, the record date for the Annual Meeting, there were a total of 30,041,422 shares of common stock of the Company ("Common Stock") outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 28,252,409 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:
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(1)
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The election of nine directors for a term expiring at the 2021 annual meeting of shareholders of the Company;
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(2)
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The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending August 26, 2020;
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(3)
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The advisory vote approving the compensation of the Company’s named executive officers; and
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(4)
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The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the minimum and maximum number of directors.
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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, James D. Gaughan. 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 30, 2019 (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, Jill Griffin, Frank Markantonis, Gasper Mir, III, Joe C. McKinney, Twila Day, John Morlock, Christopher J. Pappas and Randolph C. Read.
The following sets forth the results of the voting with respect to each director candidate:
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Nominee
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For
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Against
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Abstain/Withhold
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Broker Non-votes
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Jill Griffin
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13,548,397
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7,676,875
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1,668,025
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5,359,112
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Christopher J. Pappas
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14,285,763
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6,944,034
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1,663,500
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5,359,112
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John Morlock
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18,347,785
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2,878,413
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1,667,099
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5,359,112
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Frank Markantonis
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14,047,102
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7,181,412
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1,664,783
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5,359,112
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Gasper Mir, III
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13,505,685
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7,721,860
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1,665,752
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5,359,112
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Joe C. McKinney
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13,539,291
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7,689,434
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1,664,572
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5,359,112
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Twila M. Day
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14,325,082
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6,902,037
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1,666,178
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5,359,112
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Randolph C. Read
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17,786,762
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3,440,222
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1,666,313
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5,359,112
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Gerald W. Bodzy
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16,333,167
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4,894,530
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1,665,600
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5,359,112
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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 26, 2020. The following sets forth the results of the voting with respect to this proposal:
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For
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Against
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Abstentions
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Broker Non-votes
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28,155,492
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89,588
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7,329
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0
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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:
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For
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Against
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Abstentions
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Broker Non-votes
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19,725,376
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3,152,498
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15,423
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5,359,112
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Proposal 4 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation
The shareholders did not approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the minimum and maximum number of 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:
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For
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Against
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Abstentions
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Broker Non-votes
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19,786,100
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1,779,250
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1,327,947
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5,359,112
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No other matters were presented for consideration or shareholder action at the Annual Meeting.