form8k08477_09152011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2011
 
NATHAN’S FAMOUS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
1-3189
11-3166443
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
One Jericho Plaza, Jericho, New York
11753
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: xxx

N/A
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o 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)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On September 15, 2011, Nathan’s Famous, Inc. (the “Company”) held its annual meeting of stockholders.  At the annual meeting, stockholders of the Company voted on the matters set forth below.  Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.
 
1.
The proposal to elect nine directors was approved based upon the following votes:
 
Name
  
For
  
Withheld
Robert J. Eide
  
3,275,436
    
43,389
  
Eric Gatoff
  
3,042,015
    
276,810
  
Brian S. Genson
  
3,277,293
    
41,532
  
Barry Leistner
  
3,301,654
    
17,171
  
Howard M. Lorber
  
3,027,067
    
291,758
  
Wayne Norbitz
  
3,041,765
    
277,060
  
Donald L. Perlyn
  
3,027,640
    
291,185
  
A.F. Petrocelli
  
3,027,302
    
291,523
  
Charles Raich
  
3,009,414
    
309,411
  

2.
A non-binding advisory proposal on the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis executive compensation tables and accompanying narrative disclosure in the Company Proxy Statement was approved based on the following votes:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
2,803,797
  
37,313
  
477,715
  
1,394,304

 
3.
A non-binding advisory proposal on frequency of the vote on the Company’s executive compensation program (every year, every two years or every three years) received the following votes (accordingly the stockholders approved a three year frequency):
 
One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker Non-Votes
1,087,261
  
59,573
  
1,169,184
  
474,668
  
1,922,443

4.
The proposal to ratify the appointment of Grant Thornton LLP as the Company’s auditors for fiscal 2012 was approved based on the following votes:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
4,685,705
  
14,183
  
13,241
  
0
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  September 15, 2011
NATHAN’S FAMOUS, INC.
   
   
 
By:
/s/  Ronald DeVos
   
Name:
Ronald DeVos
   
Title:
Vice President Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)