FAT BRANDS, INC : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 20, 2022immediately following the vote on Proposition 1 at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of FAT Brands Inc. (the “Company”), the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to eliminate the three-year, staggered terms of the Company’s directors and provide for the annual election of directors. A copy of the Certificate of Amendment is filed here with Exhibit 3.1 and is incorporated by reference into this Item 5.03.

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

At the Annual Meeting, six proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 28, 2022. Holders of shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect an aggregate of the number of votes per share to which all classes of common stock were entitled to vote at the Annual Meeting. The aggregate voting power of all outstanding shares of common stock at the Annual Meeting amounted to 2,556,920,770 votes.

(1) Amendment To Certificate Of Incorporation To Declassify Board Of Directors. The proposal to amend the Company’s certificate of incorporation to declassify the Board of Directors and provide for the annual election of all directors was approved. The votes regarding this proposal were as follows:



      For             Against         Abstained       Broker Non-Votes
  2,163,592,375       13,086,195       4,310,379          191,885,875

(2) Election of Directors. Stockholders elected seven nominees for director to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:



  Name of Nominee            For              Withheld          Broker Non-Votes
Kenneth J. Anderson      2,173,182,347         7,806,603            191,885,875
  Lynne L. Collier       2,174,046,515         6,942,435            191,885,875
  Amy V. Forrestal        586,650,412        1,594,338,538          191,885,875
   Squire Junger          585,701,352        1,595,287,599          191,885,875
 James C. Neuhauser      2,173,182,860         7,806,090            191,885,875
  Edward H. Rensi        1,991,915,233        189,073,717           191,885,875
Andrew A. Wiederhorn     2,173,164,437         7,824,513            191,885,875

(3) Amendment To 2017 Omnibus Equity Incentive Plan. The proposal to approve an amendment to the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”) to increase the number of shares of Class A Common Stock issuable under the Plan was approved. The votes regarding this proposal were as follows:



      For              Against         Abstained       Broker Non-Votes
  1,943,673,606       231,979,386       5,335,955          191,885,875

(4) Advisory Vote on the Compensation of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved. The votes regarding this proposal were as follows:



      For             Against        Abstained       Broker Non-Votes
  2,165,812,016       9,257,758       5,919,174          191,885,875

(5) Advisory Vote On The Frequency Of Future Votes On The Compensation Of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the frequency of future votes on the compensation of the Company’s named executive officers received the following votes:



   One Year          Two Years      Three Years        Abstain
  2,162,829,591       7,769,865        5,438,900       4,950,593

(6) Rating Of Appointment Of Independent Registered Public Accounting Firm. The proposal to ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2022 was approved. The votes regarding this proposal were as follows:



      For             Against       Abstained       Broker Non-Votes
  2,365,403,067       6,803,993        667,764          191,885,875

Following the completion of the Annual Meeting, Fog Cutter Holdings, LLCthe holder of a majority of the voting power of the Company’s outstanding voting shares, took action to remove Squire Junger as a director of the Company pursuant to Section 141(k) of the Delaware General Corporation Law and Section 5.04 of the Company’s Certificate of Incorporation.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                               Description
    3.1         Certificate of Amendment to Second Amended and Restated
              Certificate of Incorporation, filed with the Delaware Secretary of
              State on December 20, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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