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FRGI Fiesta Restaurant

Filed: 4 May 21, 8:59am


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) April 28, 2021
______________________

Fiesta Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
______________________
Delaware001-3537390-0712224
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
14800 Landmark Boulevard, Suite 500
DallasTexas75254
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code (972) 702-9300

N/A
(Former name or former address, if changed since last report.)
______________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareFRGINASDAQ Global Select Market

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:

☐ 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 240.13a-4(c))




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






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

The proposal to adopt the Fiesta Restaurant Group, Inc. 2021 Stock Incentive Plan (the "2021 Plan") was approved at the annual meeting of the stockholders of Fiesta Restaurant Group, Inc. (the "Company") on April 28, 2021. The summary of the 2021 Plan is set forth in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2021. The foregoing description of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
On April 28, 2021, the Company held its 2021 Annual Meeting of Stockholders (the "Meeting").
At the Meeting, stockholders voted (i) to elect eight (8) directors of the Company to hold office in accordance with the By-laws of the Company until the 2022 Annual Meeting of Stockholders and until their respective successors shall have been elected and qualified; (ii) to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company's Named Executive Officers, as described in the Proxy Statement under "Executive Compensation"; (iii) to approve the 2021 Plan and (iv) to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2021 fiscal year. Former director Brian P. Friedman was not renominated as a director and his term ended on the date of the Meeting. The final results of voting on the matters submitted to the stockholders are as follows:
Proposal 1. Election of eight (8) directors of the Company:
NameForAgainstAbstainBroker Non-Vote
Stacey Rauch21,067,659392,7962,0761,518,561
Nicholas Daraviras17,308,1864,152,2222,1231,518,561
Stephen Elker21,216,084244,2522,1951,518,561
Nicholas Shepherd21,282,346178,1092,0761,518,561
Richard Stockinger21,411,80845,0205,7031,518,561
Paul Twohig21,253,685204,6944,1521,518,561
Sherrill Kaplan21,413,25347,2022,0761,518,561
Andrew Rechtschaffen21,213,176247,2642,0911,518,561
Proposal 2. Adoption, on an advisory basis, of a non-binding resolution approving the compensation of the Named Executive Officers as described in the Proxy Statement under "Executive Compensation":
ForAgainstAbstainBroker Non-Vote
21,024,880394,89742,7541,518,561

Proposal 3. Approval of the 2021 Plan:
ForAgainstAbstainBroker Non-Vote
21,040,897388,18933,4451,518,561
Proposal 4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2021 fiscal year:
ForAgainstAbstain
22,949,18729,9391,966





ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
104 Cover Page Interactive Data File (formatted as Inline XBRL)
+ Compensatory plan or arrangement.



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.


FIESTA RESTAURANT GROUP, INC.


Date: May 4, 2021
By: /s/ Louis DiPietro            
Name: Louis DiPietro
Title: Senior Vice President, Chief Legal and People Officer, General Counsel and Secretary