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CRUMBS BAKE SHOP, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 11, 2014



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

(a) and (b). Voting Results.

At the 2014 annual meeting of the stockholders of Crumbs Bake Shop, Inc. (the "Company") held on June 10, 2014, the stockholders voted on: (i) the election of three director nominees to serve until the 2015 annual meeting of stockholders or until their successors are duly elected and qualified (Proposal 1); (ii) the ratification of the appointment of Rothstein Kass as the Company's independent registered public accounting firm for fiscal year 2014 (Proposal 2); (iii) the adoption of a non-binding advisory resolution approving the compensation paid to the Company's named executive officers (Proposal 3); (iv) the approval of the Company's issuance of shares of its common stock upon the conversion of outstanding senior secured Tranche Notes in excess of the limit imposed by NASDAQ Listing Rule 5635(b) (Proposal 4); and (v) the authorization of the Board of Directors to adjourn and postpone the annual meeting to a later date or dates if there is no quorum or there are insufficient votes to approve of the proposals. These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.

Proposal 1 - Election of Directors:

Nominee For Withheld Abstain Broker Non-Votes



Frederick G. Kraegel 5,089,720 1,121,674 - 4,902,677 Stephen Z. Fass 5,117,437 1,093,957 - 4,902,677 Harold L. Kestenbaum 5,118,887 1,092,507 - 4,902,677

The proxy statement for the annual meeting specified that, pursuant to Proposal 1, stockholders would be asked to elect a total of five director nominees, but, as previously reported, two of the named nominees, S. Scott Fischer and Mark R. Liebel, notified the Company on May 14, 2014 that they were resigning from the Board and would not stand for re-election at the annual meeting. The Board did not nominate substitute nominees prior to the annual meeting.

Proposal 2 - Ratification of the Appointment of Rothstein Kass:

For Against Abstain Broker Non-Votes 10,289,940 776,504 47,626 -



Proposal 3 - Adoption of a non-binding advisory resolution approving the compensation paid to the Company's named executive officers:

For Against Abstain Broker Non-Votes 3,217,835 2,960,181 33,378 4,902,677



Proposal 4 - Approval of the Company's issuance of shares of its common stock upon the conversion of outstanding senior secured Tranche Notes in excess of the limit imposed by NASDAQ Listing Rule 5635(b):

For Against Abstain Broker Non-Votes 5,054,857 1,152,897 3,640 4,902,677 2



Proposal 5 - Board Authorization to Adjourn or Postpone the Annual Meeting:

For Against Abstain Broker Non-Votes 9,600,590 1,435,398 78,083 -


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Source: Edgar Glimpses


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