form8k08477002_09092014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2014
 
NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
1-3189
11-3166443
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
One Jericho Plaza, Jericho, New York
11753
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (516) 338-8500
 
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 1.01
Entry into a Material Definitive Agreement.
 
On September 10, 2014, Nathan’s Famous, Inc., a Delaware corporation (the “Company”) and Mutual Securities, Inc. (“MSI”) amended (the “Amendment”) their agreement (the “Agreement”) pursuant to which MSI has been authorized on the Company’s behalf  to purchase shares of the Company’s common stock, $.01 par value (the “Common Stock”).  The Amendment provides that the Company may purchase shares of Common Stock having a value of up to an additional  six million dollars ($6,000,000) in excess of what has been previously purchased under the Agreement.  The Agreement and the Amendment were adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended in order to assist the Company in implementing its previously announced stock purchase plans.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On September 9, 2014, Nathan’s  held its annual meeting of stockholders.  At the annual meeting, stockholders of the Company voted on the matters set forth below.  Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.
 
1.
The proposal to elect eight directors was approved based upon the following votes:
 
Name
  
For
  
Withheld
  
Broker Non-Votes
Robert J. Eide
  
3,085,189
  
60,783
    
885,329
Eric Gatoff
  
2,856,361
  
289,411
    
885,329
Brian S. Genson
  
3,095,232
  
50,740
    
885,329
Barry Leistner
  
3,095,832
  
50,140
    
885,329
Howard M. Lorber
  
2,722,875
  
423,097
    
885,329
Wayne Norbitz
  
2,826,426
  
319,546
    
885,329
A.F. Petrocelli
  
2,748,726
  
397,246
    
885,329
Charles Raich
  
2,670,453
  
475,519
    
885,329
 
2.
The proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal 2015 was approved based on the following votes:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
3,997,450
  
6,493
  
33,358
  
0
 
3.
Non-binding advisory proposal on the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation and accompanying narrative discussions in the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders.
 
For
  
Against
  
Abstain
  
Broker Non-Votes
2,452,630
  
85,478
  
613,864
  
885,329
 
Item 9.01.
Financial Statements and Exhibits.
 
 
Exhibit 99.1.
Amendment to 10b5-1 Issuer Repurchase Instructions.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  September 11, 2014
NATHAN’S FAMOUS, INC.
   
   
 
By:
/s/ Ronald DeVos
   
Name:
Ronald DeVos
   
Title:
Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)