Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
A copy of the Amended and Restated Certificate of Incorporation, reflecting the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation, is attached hereto and is being filed pursuant to this Item 5.03 as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
(b) The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter.
Proposal No. 1: Election of Directors:
Votes Broker Non- Name Votes For Withheld Votes Michael Serruya 15,232,575 0 1,165,453 Richard E. Perlman 15,232,575 0 1,165,453
Proposal 2: Approve the 2013 Employee, Director and Consultant Equity Incentive Plan:
To approve the 2013 Employee, Director and Consultant Equity Incentive Plan.
Broker Votes Votes Non- Votes For Against Abstained Votes 14,858,665 373,910 0 1,165,453
Proposal 3: Approve Amendment and Restatement of Committed Capital Acquisition Corporation Amended and Restated Certificate of Incorporation:
To approve a proposed amendment and restatement to the Company's Amended and Restated Certificate of Incorporation to (a) amend and/or remove certain provisions, including but not limited to Article IX, relating to certain business transaction requirements of the Company; and (b) change the name of
Votes Broker Non- Votes For Votes Against Abstained Votes 15,232,575 0 0 1,165,453
Proposal No. 4: Ratify Selection of Independent Registered Public Accounting Firm:
To ratify the appointment of
Votes Votes Votes For Against Abstained 16,398,028 0 0
Proposal 5: Approve an Advisory Vote on the Compensation of our Named Executive Officers:
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.
Votes Broker Non- Votes For Votes Against Abstained Votes 15,183,885 48,690 0 1,165,453
Proposal 6: Approve an Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers:
To approve the frequency of holding an advisory vote on compensation of our named executive officers: Votes 1 Year 2 Years 3 Years Abstained 14,819,798 392,777 20,000 0
(d) Consistent with the recommendation of the board of directors in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote or (ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 3.1 Amended and Restated Certificate of Incorporation of
The ONE Group Hospitality, Inc.as filed with the Secretary of Stateof the State of Delawareon June 5, 2014.