Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On December 4, 2019, Franchise Group, Inc. (the "Company") received written consents from stockholders holding a majority of the voting power of the Company's outstanding capital stock as of December 4, 2019, approving the Company's 2019 Omnibus Incentive Plan (the "2019 Plan"). The 2019 Plan was previously approved and recommended for stockholder approval by the Company's Board of Directors (the "Board") on November 10, 2019. The 2019 Plan provides for a variety of awards, including stock options, stock appreciation rights, performance units, performance shares, shares of the Company's common stock, par value $0.01 per share ("Common Stock"), restricted stock, restricted stock units, incentive awards, dividend equivalent units and other stock-based awards. Awards under the 2019 Plan may be granted to the Company's eligible employees, directors, or consultants or advisors, as determined by the administrator of the 2019 Plan. The 2019 Plan provides that an aggregate maximum of 5,000,000 shares of Common Stock are reserved for issuance under the 2019 Plan, subject to adjustment for certain corporate events.

Simultaneously with stockholder approval of the Plan, the Company's prior equity incentive compensation plan, the JTH Holding, Inc. 2011 Equity and Cash Incentive Plan (the "2011 Plan"), was terminated. No new awards will be granted under the 2011 Plan, although awards previously granted under the 2011 Plan and still outstanding will continue to be subject to all terms and conditions of the 2011 Plan.

The foregoing description of the Plan is qualified in its entirety by the full text of the 2019 Plan, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The information set forth in Item 5.02 is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits

The following exhibits are filed herewith:





Exhibit No. Description





  10.1         Franchise Group, Inc. 2019 Omnibus Incentive Plan.
  10.2         Form of Franchise Group, Inc. 2019 Omnibus Incentive Plan Stock
             Option Award Agreement.
  10.3         Form of Franchise Group, Inc. 2019 Omnibus Incentive Plan
             Restricted Stock Unit Award Agreement.
  10.4         Form of Franchise Group, Inc. 2019 Omnibus Incentive Plan
             Performance Restricted Stock Unit Award Memorandum and Agreement.

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