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TAST > SEC Filings for TAST > Form 8-K on 22-Oct-2013All Recent SEC Filings

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

Form 8-K for CARROLS RESTAURANT GROUP, INC.


22-Oct-2013

Change in Directors or Principal Officers


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 17, 2013, pursuant to the terms of the Certificate of Designation (the "Certificate of Designation"), dated as of May 29, 2012, of the Series A Convertible Preferred Stock ("Series A Preferred Stock") of Carrols Restaurant Group, Inc. (the "Company"), Burger King Corporation ("BKC"), the holder of 100 shares of Series A Preferred Stock (constituting all of the outstanding shares of Series A Preferred Stock), removed Steven M. Wiborg as a Class A director of the Company's Board of Directors (the "Board") effective October 25, 2013 and appointed Alexandre Macedo, EVP, President, North America of Burger King Worldwide, Inc., the indirect parent company of BKC, as a Class A director of the Board effective October 25, 2013. Mr. Macedo was appointed to the Board pursuant to BKC's board rights as set forth in the Certificate of Designation, which generally provides that BKC has the right to elect two members of the Board as Class A directors until the date on which the number of shares of the Company's common stock into which the outstanding shares of Series A Preferred Stock held by BKC are then convertible constitutes less than 14.5% of the total number of outstanding shares of the Company's common stock, and the right to elect one member of the Board as a Class A director until the date on which the number of shares of the Company's common stock into which the outstanding shares of Series A Preferred Stock held by BKC are then convertible constitutes less than 10% of the total number of outstanding shares of the Company's common stock. Other than Mr. Macedo's role as an executive officer of the indirect parent company of BKC, which owns approximately 28.4% of the Company's equity interests, in the form of Series A Preferred Stock, Mr. Macedo does not have any other relationships with the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.


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