UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 12, 2023, Nathan's Famous, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders of the Company voted on the matters set forth below.
1. The proposal to elect ten directors was approved based upon the following vote:
| Name | For | Withheld | Broker Non-Votes | |||
| Robert J. Eide | 2,705,655 | 326,150 | 389,959 | |||
| Eric Gatoff | 3,017,478 | 14,327 | 389,959 | |||
| Brian S. Genson | 2,775,598 | 256,207 | 389,959 | |||
| Barry Leistner | 2,810,601 | 221,204 | 389,959 | |||
| Andrew Levine | 2,948,900 | 82,905 | 389,959 | |||
| Howard M. Lorber | 2,353,559 | 678,246 | 389,959 | |||
| Wayne Norbitz | 3,014,757 | 17,048 | 389,959 | |||
| A.F. Petrocelli | 2,446,338 | 585,467 | 389,959 | |||
| Joanne Podell | 3,027,705 | 4,100 | 389,959 | |||
| Charles Raich | 2,900,923 | 130,882 | 389,959 |
2. The proposal 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” was approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,302,946 | 709,108 | 19,749 | 389,961 |
3. The proposal to select, on an advisory basis, the frequency of the advisory stockholder vote on the compensation of the Company’s Named Executive Officers received the following votes:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 861,957 | 9,976 | 2,116,588 | 43,312 | 389,931 |
Based on the results of the stockholder advisory vote, the Company has determined, consistent with the recommendation of the Company’s Board of Directors stated in the Proxy Statement for the Annual Meeting, that it will hold a stockholder advisory vote on the compensation of the Company’s Named Executive Officers every three years.
4. The proposal to ratify the appointment of Marcum LLP as the Company’s auditors for fiscal year 2024 was approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,410,960 | 8,842 | 1,932 | 30 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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 13, 2023 | NATHAN’S FAMOUS, INC. | ||
| By: | /s/ Robert Steinberg | ||
| Name: | Robert Steinberg | ||
| Title: | Vice President Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Accounting Officer) | ||