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BAGR > SEC Filings for BAGR > Form 8-K on 11-Jun-2013All Recent SEC Filings

Show all filings for DIVERSIFIED RESTAURANT HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DIVERSIFIED RESTAURANT HOLDINGS, INC.


11-Jun-2013

Submission of Matters to a Vote of Security Holders, Financ


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

An annual meeting of our shareholders was held on June 6, 2013. At the meeting, our shareholders voted on each of the following four matters:

? election of seven directors, each for a one-year term;

? ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2013;

? an advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting; and

? an advisory vote on the frequency of advisory approval of the compensation of our named executive officers.

The final vote results for these four matters are set forth below.

The votes cast on the election of directors were as follows:

                                          Votes                          Broker
Nominee                 Votes For       Withheld       Abstentions      Non-Votes
T. Michael Ansley       15,958,780      2,321,636           0            985,850
David G. Burke          15,768,080      2,512,336           0            985,850
Jay Alan Dusenberry     15,160,751      3,119,665           0            985,850
Philip Friedman         18,279,516         900              0            985,850
David Ligotti           15,422,509      2,587,907           0            985,850
Joseph M. Nowicki       18,279,516         900              0            985,850
Gregory J. Stevens      18,279,516         900              0            985,850


The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2013 were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 19,157,589 62,441 46,236 0

The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the annual meeting were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 18,264,841 10,300 5,275 985,850

The votes cast on the advisory vote regarding the frequency of advisory approval of the compensation of our named executive officers were as follows:

One Year Two Years Three Years Abstentions Broker Non-Votes 16,608,625 122,775 180,816 1,368,200 985,850

For item 4, the Board of Directors recommended an advisory vote frequency of "One Year" for the future non-binding advisory resolutions to approve the compensation of our named executive officers. With the alternative of holding the executive compensation vote every "One Year" receiving the highest number of votes cast on the frequency proposal, the Board has determined that the Company will hold future non-binding advisory votes on the compensation of our named executive officers every year, at least until the next required vote on the frequency of shareholder votes on the compensation of our named executive officers. A shareholder advisory vote on the frequency of the shareholder advisory vote on the compensation paid to the Company's named executive officers is required to be held at least once every six years.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number                               Description

     10.1        Form of First Amendment to Diversified Restaurant Holdings Stock
                 Option Agreement of 2007


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