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FRS > SEC Filings for FRS > Form 8-K on 4-Oct-2012All Recent SEC Filings

Show all filings for FRISCHS RESTAURANTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FRISCHS RESTAURANTS INC


4-Oct-2012

Submission of Matters to a Vote of Security Holders


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

(a) The Annual Meeting of the Shareholders of Frisch's Restaurants, Inc. (Company) was held on October 3, 2012. The shares represented in person and by proxy totaled 4,462,929, which constituted a quorum.

(b) Proposal 1 - ELECTION OF DIRECTORS. Directors who were elected on October 3, 2012 to serve until the 2014 Annual Meeting of Shareholders and until their successors are elected and qualified: Robert J. (RJ) Dourney, Lorrence T. Kellar, Karen F. Maier, William J. Reik, Jr. and Donald H. Walker. The final vote tallies are set forth below:

                                                  Withheld
        Name                      Votes For      Authority      Broker Non-Votes
        Robert J. (RJ) Dourney     3,829,608         87,863               545,458
        Lorrence T. Kellar         3,854,375         63,096               545,458
        Karen F. Maier             3,779,185        138,286               545,458
        William J. Reik, Jr.       3,851,803         65,668               545,458
        Donald H. Walker           3,823,495         93,976               545,458

Directors whose terms continued after the Meeting (serving until the 2013 Annual Meeting of Shareholders): Dale P. Brown, Daniel W. Geeding, Craig F. Maier and Jerome P. Montopoli.

Proposal 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The proposal to ratify the appointment of Grant Thornton LLP to serve as the Company's Independent Registered Public Accounting Firm for the fiscal year that commenced May 30, 2012 was approved. The final vote tally is set forth below:

Votes For Votes Against Abstentions 4,428,384 28,637 5,908

Proposal 3 - APPROVAL OF THE 2012 STOCK OPTION AND INCENTIVE PLAN. The proposal to approve the 2012 Stock Option and Incentive Plan as described in the Company's 2012 Proxy Statement was approved. The final vote tally is set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 3,787,146 120,096 10,229 545,458

Proposal 4 - ADVISORY VOTE ON EXECUTIVE COMPENSATION. The non-binding advisory vote required by the Securities Exchange Act to approve the compensation of named executive officers as described in the Company's 2012 Proxy Statement received the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 3,819,744 81,624 16,103 545,458


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