UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.07 - Submission of Matters to a Vote of Security Holders.
On May 22, 2024, First Watch Restaurant Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the Company’s Class III director nominees for Class III directors, (2) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company in certain limited circumstances as permitted by Delaware law, and (3) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 29, 2024. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024. The final results with respect to each proposal are set forth below.
Proposal One - Election of Class III Directors
The stockholders elected each of the three nominees named below as Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal. The results of such vote were:
| Class III Director Nominee | For | Withheld | Broker Non-Vote | |||||||||||||||||
| Ralph Alvarez | 38,809,332 | 14,614,355 | 4,816,142 | |||||||||||||||||
| Tricia Glynn | 50,824,137 | 2,599,550 | 4,816,142 | |||||||||||||||||
| Christopher Tomasso | 50,868,514 | 2,555,173 | 4,816,142 | |||||||||||||||||
Proposal Two - Amendment of Company’s Amended and Restated Certificate of Incorporation
The stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. The results of such vote were:
| For | Against | Abstentions | ||||||||||||
| 39,664,628 | 13,737,754 | 21,305 | ||||||||||||
Proposal Three - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 29, 2024. The results of such vote were:
| For | Against | Abstentions | ||||||||||||
| 58,085,035 | 150,003 | 4,791 | ||||||||||||
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Title or Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Watch Restaurant Group, Inc. (Registrant) | ||||||||
| Date: May 24, 2024 | By: | /s/ Jay Wolszczak | ||||||
Name: | Jay Wolszczak | |||||||
Title: | Chief Legal Officer, General Counsel and Secretary | |||||||