ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On June 18, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Carrols Restaurant Group, Inc. (the "Company"), the Company' stockholders approved an amendment to the Company's 2016 Stock Incentive Plan, as amended (the "2016 Plan Amendment"). A summary of the 2016 Plan Amendment is set forth in the Company's definitive proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on April 28, 2021. The foregoing summary of the 2016 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2016 Plan Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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

On June 18, 2021, the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders (i) re-elected David S. Harris and Deborah M. Derby as Class III directors, to serve three-year terms that expire at the Company's 2024 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, (ii) voted to adopt, on an advisory basis, a resolution approving the compensation of the Company's Named Executive Officers as described in the Company's Proxy Statement under "Executive Compensation", (iii) voted to approve the 2016 Plan Amendment as described in the Proxy Statement under "PROPOSAL 3", and (iv) voted to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021 fiscal year.

The results of voting for each proposal submitted to the stockholders are as follows:



Proposal 1. Election of Class III Directors, David S. Harris and Deborah M.
Derby.
       Name             For         Against     Abstain    Broker Non-Vote
David D. Harris      44,225,121    2,774,243     4,631        6,140,652
Deborah M. Derby     46,526,185     473,192      4,618        6,140,652

Proposal 2. Approval, on an 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     Abstain    Broker Non-Vote
  39,887,116    6,819,845    297,034       6,140,652

Proposal 3. Approval of the 2016 Plan Amendment as described in the Proxy Statement under "PROPOSAL 3".


     For         Against     Abstain    Broker Non-Vote
  46,036,803     767,396     199,796       6,140,652





--------------------------------------------------------------------------------

Proposal 4. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2021 fiscal year.


     For         Against     Abstain
  53,124,464     18,229       1,954

Additionally, on June 18, 2021, the holders of all of the outstanding shares of the Company's Series B Convertible Preferred Stock voted to re-elect Christopher Finazzo and Matthew Dunnigan to the Company's Board of Directors. Mr. Finazzo and Mr. Dunnigan each will serve as a Class B Director for a one-year term that expires at the Company's 2022 Annual Meeting of Stockholders or until their respective successors shall have been elected and qualified.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits

10.1 Second Amendment to Carrols Restaurant Group, Inc. 2016 Stock Incentive Plan + 104 Cover Page Interactive Data File (formatted as Inline XBRL) + Compensatory plan or arrangement

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses