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CARROLS RESTAURANT GROUP, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 17, 2014



ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 12, 2014, Carrols Restaurant Group, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting"). At the Meeting, stockholders re-elected Clayton E. Wilhite and Joel M. Handel as Class II directors, each to serve a three year term that expires at the Company's 2017 Annual Meeting of Stockholders or until their respective successors have been elected and shall qualify. Stockholders also voted to adopt, on a non-binding advisory basis, a resolution approving the compensation of the Company's named executive officers, as described in the Proxy Statement under "Executive Compensation" and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2014 fiscal year. The results of voting for each proposal submitted to the stockholders are as follows:

Proposal 1. Election of Class II Directors, Clayton E. Wilhite and Joel M. Handel.

Name For Withheld Broker Non-Vote



Clayton E. Wilhite 24,548,110 1,192,405 4,453,129 Joel M. Handel 24,715,495 1,025,020 4,453,129

Proposal 2. Adoption, on a non-binding advisory basis, of a resolution approving the compensation of the Company's named executive officers as described in the Proxy Statement under "Executive Compensation".

For Against Withheld Broker Non-Vote 21,883,617 3,832,018 24,880 4,453,129



Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2014 fiscal year.

For Against Abstain 30,168,359 23,964 1,321



Additionally, on June 12, 2014, the holder of all of the outstanding shares of the Company's Series A Convertible Preferred Stock voted to re-elect directors Daniel Schwartz and Alexandre Macedo to the Company's Board of Directors. Messrs. Schwartz and Macedo each will serve as a Class A Director for a one year term that expires at the Company's Annual Meeting of Stockholders to be held in 2015 or until their respective successors shall have been elected and shall qualify.

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Source: Edgar Glimpses


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