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RCI HOSPITALITY HOLDINGS, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

August 12, 2014



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

On August 6, 2014, we held our Annual Meeting of Stockholders of Rick's Cabaret International, Inc. at 15000 Airport Freeway, Fort Worth, Texas 76155 (at Rick's DFW), for the following purposes:

(1) To elect six directors, including Eric S. Langan, Travis Reese, Robert L. Watters, Steven L. Jenkins, Luke Lirot and Nour-Dean Anakar;

(2) To amend our certificate of formation to change our name to RCI Hospitality Holdings, Inc.;

(3) To ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2014;

(4) To approve a non-binding advisory resolution on executive compensation; and

(5) To transact such other business as may properly come before the meeting.

Based on the votes received in person and by proxy, all of the above named director nominees were elected, the name change was approved, the appointment of Whitley Penn LLP was ratified and the non-binding advisory resolution was approved. There were no other matters presented for action at the Annual Meeting. The exact results of the stockholder vote are as follows:

Total Shares of Common Stock Outstanding as of the Record Date, May 2, 2013: 10,037,057 Total Voting Shares Present Either by Proxy or in Person of Common Stock: 8,443,843 Item 1: Election of Directors FOR WITHHELD Eric S. Langan 2,481,925 1,242,500 Robert L. Watters 2,156,255 1,568,170 Steven L. Jenkins 3,053,887 670,538 Nour-Dean Anakar 3,407,308 317,117 Travis Reese 2,462,092 1,262,333 Luke Lirot 3,404,412 320,013



Additionally, there was a total of 4,719,418 broker non-votes for the election of directors.

2 Item 2: Approval of amendment to certificate of formation to change name to RCI Hospitality Holdings, Inc. Votes for: 8,088,991 Votes against: 315,276 Votes abstained: 39,576



Item 3: Ratification of appointment of Whitley Penn LLP as independent

registered public accounting firm for fiscal year ending September 30, 2014 Votes for: 8,267,351 Votes against: 134,181 Votes abstained: 42,311 Item 4: Approval of a non-binding advisory resolution on executive compensation Votes for: 3,512,522 Votes against: 109,599 Votes abstained: 102,304



Additionally, there was a total of 4,719,418 broker non-votes for approval of the non-binding advisory resolution on executive compensation.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to Certificate of Formation 3


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Source: Edgar Glimpses


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