On September 17, 2012, Good Times Restaurants Inc. (the "Company") filed with the Secretary of State of the State of Nevada a Certificate of Designations, Preferences, and Rights of Series C Convertible Preferred Stock (the "Certificate of Designations") designating 473,934 shares of the Company's previously authorized preferred stock, $0.001 par value per share, as "Series C Convertible Preferred Stock".

The rights, preferences, and privileges of the Series C Convertible Preferred Stock are as follows:

? Dividends shall accrue on shares of Series C Convertible Preferred Stock at the rate of 8.0% per annum of the original issue price of $4.22 per share, with such accrued dividends payable quarterly. The accrued dividends on shares of Series C Convertible Preferred Stock shall be payable prior and in preference to any dividends on the Company's common stock. In the event the Series C Convertible Preferred Stock has not been converted to common stock within 18 months following the issuance thereof, thereafter (i) the rate of the accrued dividends shall increase to 15.0% per annum from the date that is 18 months after the issuance thereof until converted or redeemed by the Company, and (ii) the Company may upon the approval of a majority of the disinterested members of the Board of Directors redeem all or from time to time a portion of the Series C Convertible Preferred Stock by payment of its liquidation preference.

? In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, or a transaction which is deemed to be a liquidation pursuant to the Certificate of Designations, holders of Series C Convertible Preferred Stock shall be entitled to receive a preference payment equal to the original issue price of $4.22 per share, plus any accrued but unpaid dividends, before any assets of the Company are distributed to holders of the Company's common stock.

? Shares of Series C Convertible Preferred Stock shall vote together with the common stock on an as-if-converted basis. In addition, shares of Series C Convertible Preferred Stock shall have the right to vote, as a separate class, on certain major corporate transactions.

? Shares of Series C Convertible Preferred Stock shall be convertible into shares of common stock at any time, at a conversion ratio equal to two shares of common stock for each share of Series C Convertible Preferred Stock converted (subject to adjustment in the event of any stock split, combination, reorganization, or reclassification of the common stock.)

? The Company may require the conversion of all outstanding shares of Series C Convertible Preferred Stock into shares of common stock at the above conversion ratio at any time after 36 months following the issuance of the Series C Convertible Preferred Stock based upon the public trading price and the trading volume of the common stock. In addition, the Series C Convertible Preferred Stock shall automatically convert to common stock upon a qualified public offering of the Company's common stock based upon the size and price of such public offering or a sale of all or substantially of the Company's assets.

The foregoing description of the terms of the Series C Convertible Preferred Stock is qualified in its entirety by the provisions of the Certificate of Designations filed as Exhibit 3.1 attached hereto.

On September 17, 2012, the Company filed the Certificate of Designations with the Secretary of State of the State of Nevada to authorize the designation and issuance of 473,934 shares of Series C Convertible Preferred Stock. The Certificate of Designations is attached hereto as Exhibit 3.1 and incorporated herein by this reference.

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on September 14, 2012 at the Company's principal office in Golden, Colorado. At the Annual Meeting, the Company's shareholders voted on three matters: (a) the election of directors, (b) a proposal to approve a $2,000,001.48 equity investment in the Company through the issuance of 473,934 shares of Series C Convertible Preferred Stock to Small Island Investments Limited (the "Investment Transaction"), and (c) a proposal to amend the Company's 2008 Omnibus Equity Incentive Compensation Plan to increase the number of shares of the Company's common stock issuable thereunder from 184,022 shares to a total of 500,000 shares (the "2008 Plan Amendment"). These matters are more fully described in the Company's Proxy Statement for the Annual Meeting.

The certified results of the matters voted on at the Annual Meeting are as follows:

                                             For     Against   Abstain  Broker Non-Votes

1) Election of Directors:
Geoffrey R. Bailey                        2,080,036  13,050
Neil Calvert                              2,080,036  13,050
David L. Dobbin                           2,079,615  13,471
Gary J. Heller                            2,079,616  13,470
Boyd E. Hoback                            2,079,636  13,450
Eric W. Reinhard                          2,079,536  13,550
Alan A. Teran                             2,079,916  13,170

2) Approval of the Investment Transaction 2,078,945 12,717 1,424 0

3) Approval of the 2008 Plan Amendment 2,076,202 16,115 769 0

(d) Exhibits.

Exhibit No. Description of Exhibit

3.1 Certificate of Designations, Preferences, and Rights of Series C Convertible Preferred Stock of Good Times Restaurants Inc.