ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
An Annual Meeting of Shareholders of Rave Restaurant Group, Inc. (the "Company")
was held on December 14, 2021. Of the 18,004,904 shares of common stock of the
Company entitled to vote at the meeting, 11,937,498 shares were represented at
the Annual Meeting in person or by proxy.
Proposal One - Election of Directors
At the Annual Meeting, the following individuals were elected to serve as
directors of the Company and received the number of votes set forth opposite
their respective names:
Director Votes For Votes Withheld Broker Non-Votes
Clinton J. Coleman 7,931,677 198,595 3,807,226
William C. Hammett, Jr. 7,686,484 443,788 3,807,226
Robert B. Page 7,928,895 201,377 3,807,226
Mark E. Schwarz 7,702,418 427,854 3,807,226
Proposal Two - Advisory Vote on Resolution to Approve Executive Compensation
The Board of Directors submitted to the shareholders for a non-binding, advisory
vote the following resolution (the "Say-On-Pay Resolution"):
"RESOLVED, that the shareholders hereby approve the compensation paid to the
Company's named executive officers as disclosed pursuant to Item 402 of
Regulation S-K under the heading 'EXECUTIVE COMPENSATION' in the Company's Proxy
Statement dated October 25, 2021, including the compensation tables and
narrative discussion."
At the Annual Meeting, 7,823,422 shares were voted in favor of the Say-On-Pay
Resolution; 250,544 shares were voted against the Say-On-Pay Resolution; 56,306
shares abstained from voting on the Say-On-Pay Resolution; and 3,807,226 shares
were broker non-votes on the Say-On-Pay Resolution.
Proposal Three - Ratification of Selection of Independent Accountants
Shareholders also ratified the selection of Armanino LLP ("Armanino") as the
independent registered public accounting firm of the Company for fiscal 2022.
At the Annual Meeting, 11,881,873 shares were voted in favor of the selection of
Armanino; 35,482 shares were voted against the selection of Armanino; and 20,143
shares abstained from voting on the selection of Armanino.
No other matters were voted upon at the Annual Meeting.
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