On August 29, 2012, Carrols Restaurant Group, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting").

At the Meeting, stockholders voted to re-elect directors Nicholas Daraviras and David S. Harris to the Company's Board of Directors. Messrs. Daraviras and Harris each will serve as a Class III Director for a three year term that expires at the Company's Annual Meeting of Stockholders to be held in 2015 or until their respective successors shall have been elected and shall qualify. At the Meeting, Stockholders also voted to remove the restrictions that limit the conversion of the Company's outstanding Series A Convertible Preferred Stock (the "Series A Preferred Stock") and the number of shares of the Company's common stock issuable upon such conversion to an aggregate amount of shares not to exceed 19.9% of the outstanding shares of the Company common stock as of the date of the issuance of the Series A Preferred Stock. Stockholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2012 fiscal year. The results of voting on the matters submitted to the stockholders are as follows:

Proposal 1. Election of Class III Directors, Nicholas Daraviras and David S.
Harris:



         Name                     For           Withheld        Broker Non-Vote
         Nicholas Daraviras     17,775,218       2,575,166             2,338,857
         David S. Harris        19,718,993         631,391             2,338,857

Proposal 2. To remove the restrictions that limit the conversion of the Company's outstanding Series A Preferred Stock and the number of shares of the Company's common stock issuable upon such conversion to an aggregate amount of shares not to exceed 19.9% of the outstanding shares of the Company common stock as of the date of the issuance of the Series A Preferred Stock:

For Against Abstain Broker Non-Vote 13,251,536 2,482,797 6,848 2,338,857

Based on the results for the vote on proposal 2, the outstanding 100 shares of Series A Preferred Stock are convertible into an aggregate of 9,414,580 shares of the Company's common stock (which constituted an aggregate of 28.9% of the outstanding shares of the Company's common stock, on a fully diluted basis, as of the date of the issuance of the Series A Preferred Stock).

For Against Abstain 22,663,147 13,595 12,499

Additionally, on August 29, 2012, the holder of all of the outstanding shares of Series A Preferred Stock voted to re-elect directors Daniel Schwartz and Steven M. Wiborg to the Company's Board of Directors. Messrs. Schwartz and Wiborg each will serve as a Class A Director for a one year term that expires at the Company's Annual Meeting of Stockholders to be held in 2013 or until their respective successors shall have been elected and shall qualify.