The Annual Meeting of Shareholders of Diversified Restaurant Holdings, Inc. to(the “Company”) will be held at the Troy Marriott –— 200 W. Big Beaver Road, Troy, Michigan 48084, on Thursday, June 4, 2009,3, 2010, at 10:00 a.m., local time, for the following purposes:

(i)

To elect Directors for terms to expire at the 2010 Annual Meeting of Shareholders; and

(ii)

To ratify the appointment of Maddox Ungar Silberstein, PLLC as the Company's independent registered public accounting firm for the Fiscal year ending December 31, 2009; and

(iii)

To transact such other business as may properly come before the meeting or any adjournments thereof.  During the meeting we will review the results of the fiscal year ended December 31, 2008, and report on significant aspects of our operations during the first quarter of fiscal year 2009.

We would appreciate your completing, signing, dating and returning to the Company the enclosed proxy card in the envelope provided at your earliest convenience.  If you decide to attend the meeting, you may, of course, revoke your proxy and vote your own shares.

Sincerely,

/s/ T. Michael Ansley

T. Michael Ansley

President

May 6, 2009

Southfield, Michigan

DIVERSIFIED RESTAURANT HOLDINGS, INC.

21751 W. Eleven Mile Road

Suite 208

Southfield, Michigan  48076

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders of Diversified Restaurant Holdings, Inc. (the "Company") will be held at the Troy Marriott – 200 W. Big Beaver Road, Troy, Michigan 48084, on Thursday, June 4, 2009, at 10:00 a.m., local time, for the following purposes:

(i)

To elect Directors for terms to expire at the 2010 Annual Meeting of Shareholders;

(ii)

To ratify the appointment of Maddox Ungar Silberstein, PLLC as the Company's independent registered public accounting firm for the Fiscal year ending December 31, 2009; and

(iii)

To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has fixed April 23, 2009,2010, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting.

The Company's

We have enclosed the Company’s Proxy Statement is submitted herewith.  Financial and other information concerningform of proxy card in connection with this proxy solicitation. We have also enclosed the Company is contained in the enclosedCompany’s Annual Report on Form 10-K for the fiscal year ending December 31, 2008.27, 2009, which contains financial and other information concerning the Company. The Proxy Statement and Annual Report are also available at the Company’s website, www.diversifiedrestaurantholdings.com. All SEC filings by the Company are available at www.sec.gov.

This Proxy Statement is furnished by and on behalf of the Board of Directors (the "Board"“Board”) of Diversified Restaurant Holdings, Inc. (the "Company"(“we,” “our,” “us” the “Company” or “DRH”) in connection with the solicitation of proxies for use at the 20092010 Annual Meeting of Shareholders of the Company (the "Annual Meeting"“Annual Meeting”) to be held at 10:00 a.m., local time, Thursday, June 4, 2009,3, 2010, at the Troy Marriott –— 200 W. Big Beaver Road, Troy, Michigan 48084, and at any adjournments thereof. The NoticeDistribution of Annual Meeting of Shareholders, this Proxy Statement,proxy statement and the accompanying form of proxy will be first mailedis scheduled to begin on or about May 6, 2009, to the shareholders of the Company (the "Shareholders") of record on the Record Date (as defined below).

7, 2010.

At our annual meeting, shareholders will act upon the matters outlined in the accompanying notice of the meeting. These matters include voting to increase the number of seats on the Board of Directors from five to seven, the election of directors, and the ratification of the selection of our independent registered public accounting firm.

These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent, Fidelity Transfer Company, you are a “shareholder of record.” If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be votedthe shareholder of record with respect to allthose shares. However, you still are considered the beneficial owner of those shares, representedand your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the voting instructions provided by itit.

A proxy is your designation of another person to vote on your behalf. The other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We sometimes refer to this as your “proxy vote. “ By completing and returning the enclosed proxy card, you are giving the persons appointed as proxies by our Board of Directors the authority to vote your shares.

As of the record date, 18,876,000 shares of our common stock were outstanding and entitled to vote. Proxies that are received and voted as withholding authority, abstentions, and broker non-votes (where a bank, broker or nominee does not exercise discretionary authority to vote on a matter) will be voted in accordance with the instructions, if any, givenincluded in the proxy.  calculation of the number of shares considered to be present at the meeting.

If you are a shareholder of record as of the record date, you can give a proxy to be voted at the meeting by completing, signing and mailing the enclosed proxy card. If you wish to submit your proxy by mail, please return your signed proxy card to us before the annual meeting.

If the shares you own are held in street name, your broker, bank or other nominee, as the record holder of your shares, is required to vote your shares according to your instructions. Your broker, bank or other nominee is required to send you directions on how to vote those shares. If you do not give instructions are not given in the proxy,to your broker, bank or other nominee, it will still be voted (i) forable to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. In the case of non-discretionary items, the shares that do not receive voting instructions will be treated as “broker non-votes. “

Yes, you may re voke itrevoke your proxy and change your vote at any time before ityour proxy is voted by filing a written revocation with the Secretary of the Company at the following address: Diversified Restaurant Holdings, Inc., 21751 W. Eleven Mile Road, Suite 208, Southfield, Michigan 48076 Attn: David G. Burke, Secretary; executingannual meeting. If you are a shareholder of record, you may revoke your proxy bearingand change your vote by submitting a later date; or attending andlater-dated proxy by mail, by voting in person at the Annual Meeting.

Only Shareholdersmeeting, or by delivering to our Secretary a written notice of record asrevocation. Attending the meeting will not revoke your proxy unless you specifically request to revoke it.

Vote to increase the number of the close of business on April 23, 2009 (the "Record Date"), will be entitled to vote at the Annual Meeting.  As of the close of businessseats on the Record Date there were 18,070,000 sharesBoard of Common Stock outstanding.  Each share of Common Stock is entitledDirectors from five to oneseven.The affirmative vote on all matters presented for Shareholder vote.

According to the Bylaws of the Company (the "Bylaws"), the holders of a majority of the shares of Common Stock outstanding and entitled to be voted at the Annual Meeting must becommon stock present in person or be represented by proxy to constitute a quorum and to act upon proposed business.  If a quorum is not present or represented by proxy at the Annual Meeting,meeting and voting on the meetingmatter is necessary to approve the increase of the number of seats on the Board of Directors from five to seven. Abstentions and broker non-votes will not be adjourned and the Company will be subjected to additional expense.  If a quorum is present or represented by proxy at the Annual Meeting, the Bylaws provide that thecounted as shares voted on this matter.

Election of Directors.The affirmative vote of a plurality of the holdersvotes cast at the meeting is required for nominees to be elected as directors, meaning the seven directors receiving the highest number of votes will be elected. Abstentions and broker non-votes will not be counted toward a nominee’s total.

Independent Registered Public Accounting Firm.The affirmative vote of a majority of the shares of Common Stockcommon stock present in person or represented by proxy and entitled to vote at the Annual Meeting will decide the corporate action taken unless a different vote is required by Nevada law, the Articles of Incorporation or the Bylaws.  Nevada law and the Bylaws specify that dire ctors shall be elected by the holders of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting.

meeting and voting on the matter is necessary to approve the ratification of our independent registered public accounting firm. Abstentions and broker non-votes arewill not be counted for purposes of determining the presence or absence of a quorum for the transaction of businessas shares voted on this matter.

As of the date of this proxy statement, our Board of Directors does not know of any matters which may come before the meeting, other than the matters described in this proxy statement. Should any other matter requiring a vote of the shareholders arise and be properly presented at the annual meeting, the proxy gives the persons named in the proxy and designated to vote the shares discretionary authority to vote or otherwise act with

1

respect to any such matter are treated as shares present or represented and entitledin accordance with their best judgment.

The following table presents information regarding the beneficial ownership of our common stock by each person known to us to own beneficially more than 5% of our outstanding shares of common stock as of April 21, 2010. The title of the class of shares for all owners is $0.0001 par value common stock.

The following table presents information regarding the beneficial ownership of determining whether Shareholder approvalour common stock, as of April 21, 2010, by each of our directors, each nominee for election as a director, our executive officers named in the Summary Compensation Table, and all of our directors and executive officers as a group.

Our bylaws provide that matter has been obtained, but they are counted as present for purposesour Board of determiningDirectors will consist of between one and fifteen directors, with the existenceexact number of a quorumdirectors determined from time to time by majority vote of our shareholders. The number of Board seats is currently fixed at the Annual Meeting.

PROPOSAL 1 - ELECTION OF DIRECTORS

five. The Board has proposed that the number of Board seats be increased from five to seven. The Board is making this recommendation in an effort to bring the size of the board into line with companies of our size and to open board seats for the appointment of two additional independent directors. As discussed immediately below under “Second Proposal—Election of Directors,” the board has nominated two additional independent directors for election by the shareholders to fill the vacant seats created if this First Proposal is adopted by the shareholders.

The Board of Directors currently consists of five members, each of whom serves one year terms or until their successor is elected. The current board consists of T. Michael Ansley, David Ligotti, Jay Alan Dusenberry, David G. Burke, and Gregory J. Stevens, and each of these individuals arehas been nominated and is seeking approval to serve as Directorsa Director until the Annual Meeting of Shareholders in Fiscal 20102011 or until their successors havehis successor has been duly elected and qualified or until theirhis earlier death, resignation or removal.

Additionally, conditioned upon approval of the First Proposal above concerning the increase in the number of seats on the Board of Directors from five to seven, the Board nominates Joseph M. Nowicki and Bill McClintock to serve as members of the Board. If the First Proposal is not approved by the Shareholders, the nominees for director will consist solely of Messrs. Ansley, Ligotti, Dusenberry, Burke, and Stevens.

Each of the above nominees has been recommended by our Disclosure Controls Governance and Nominating Committee and nominated by the Board of Directors. Each nominee has consented to serve as a director of the Company if elected. If at the time of the Annual Meeting any of the nominees are unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy card will be exercised to vote for a substitute candidate designated by the Board.Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unable or will decline to serve as a director.

The Board of Directors recommends that the Shareholders vote FOR the election of the nominees named above as directors of the Company.

Our executive officers are generally appointed each year at the annual meeting of audit committee

(2.)

Compensation committee

(3.)

our Board of Directors. Their terms of office are at the discretion of our Board of Directors.

The factual information below for each director, nominee for election as a director and for each executive officer, has been provided by that person. The particular experience, qualifications, attributes or skills that led our Board of Directors to conclude that each should serve on our Board, in light of our business and structure, was determined by our Board or its Disclosure Controls, Governance and Nominating committee

NOMINEES FOR DIRECTOR

Committee.

T. Michael Ansleyis the President, CEO and Chairman of the Board of Directors of the Company, and he has held these positions since our inception. Mr. Ansley serves in similar positions for our wholly owned subsidiaries AMC Group, Inc., AMC Wings, Inc. and AMC Burgers, Inc. From 1998 to the present, Mr. Ansley has been the President and Manager of AMC Group, LLC, and a predecessor to the Company. Mr. Ansley is a member of the Executive Board of the Children'sChildren’s Leukemia Foundation of Michigan. In 1993, Mr. Ansley received a Bachelor of Science degree in business administration from the University of Dayton, located in Dayton, Ohio.

Jay Alan Dusenberry

We believe Mr. Ansley is ourwell-qualified to serve as a director of the corporation due to his extensive experience in restaurant management, operations, and development and his demonstrated business leadership abilities. Mr. Ansley founded the Company, leading it from inception in 2006 to total revenues of approximately $19 million in fiscal year 2009.

David G. Burkewas appointed Chief Financial Officer and Treasurer andof the Company on March 22, 2010. Mr. Burke is a memberMember of theour Board of Directors and he has held those positionsserved in that capacity since our inception. From 1997Mr. Burke also served as Secretary from our inception to the present, Mr. Dusenberry has been employedMarch 22, 2010, and as the Vice President of Operations for Cold Heading Company, an automotive supplier located in Warren, Michigan.  

2

In 1993, Mr. Dusenberry received a Bachelor of Science degree in finance from University of Dayton, located in Dayton, Ohio.  In 2004, Mr. Dusenberry received an MBA degree from the University of Detroit Mercy, located in Detroit, Michigan.

David G. Burke is the Secretary of the Company and a Member of the Board of Directors.  He has held these positions since our inception,Audit Committee and he was elected Audit Committee Chairman in 2007.  Sincefrom 2007 to March 22, 2010, when he relinquished those roles to serve as Chief Financial Officer and Treasurer. From 2002 to March 18, 2010, Mr. Burke has beenwas employed by Federal-Mogul Corporation, a leading global supplier of powertrain and safety technologies serving the world'sworld’s foremost original equipment manufacturers as well as the worldwide aftermarket.  He has served as Federal-Mogul's Marketing Director, Original Equipment Sales since 2007.  Prior to this positionaftermarket, where he held roles of increasing responsibility in finance, marketing and corporate development. Mr. Burke resigned from his position at Federal Mogul to accept the position as our Chief Financial Officer and operational finance.Treasurer. In 1993, Mr. Burke earned a Bachelor of Science degree in mechanical engineering from the University of Dayton, located in Dayton, Ohio. In 2002 Mr. Burke received a Master of Business in Business Administration, with a concentration in Finance from the University of Michi gan,Michigan, Ross School of Business, located in Ann Arbor, Michigan.

David Ligottiis a member of the Board of Directors and he has held that position since our inception. From 1996 to the present, Mr. Ligotti has owned and operated Oakwood Business Services, LLC, an accounting, tax and consulting firm located in Ann Arbor, Michigan. Mr. Ligotti received a Bachelor of Arts degree in political science in 1979 from Kalamazoo College, located in Kalamazoo, Michigan. In 1981 Mr. Ligotti received a Masters of Business Administration degree with a major in accounting from the University of Michigan, located in Ann Arbor, Michigan. In 1984, Mr. Ligotti received a Master of Science in Taxation degree from Walsh College, located in Troy, Michigan.

Gregory J. Stevensis a member of the Board of Directors and he has held that position since our inception. From 1992 to the present, Mr. Stevens has been a Strategic Engineer and partner of Cold Heading Company, an automotive supplier of fasteners located in Warren, Michigan. Mr. Stevens is currently a member of Desert Rock Enterprises, LLC, an investment company located in Las Vegas, Nevada, an owner and director of Beachlawn, Inc., an industry leading tier one automotive supplier, and a director of Ajax Metal Processing, Inc., a leading industrial steel parts heat treating and plating company located in Warren, Michigan. Mr. Stevens received a Bachelor of Science degree in engineering in 1993 from the University of Dayton, located in Dayton, Ohio. Mr. Stevens attended Oakland University, located in Rochester, Michigan from 1995 to 1996, where he was enrolled in the Master of Business A dministrationAdministration program.

Shannon Kubenez, our Director of Marketing, joined the Company in May 2006 as Marketing Coordinator. She was promoted to Director of Marketing in 2007 and oversees all local marketing and media for Buffalo Wild Wings and the marketing and brand development strategy for Bagger Dave’s. In July 2009, she was appointed to the Board of Directors for the Berkley Downtown Development Authority and is also a member of the American Marketing Association. She has more than six years of progressive marketing experience, initially at WOMC-FM where she specialized in event management for the station’s clients. Prior to joining the Company, Ms. Kubenez worked at the National Multiple Sclerosis Society, Michigan Chapter for over four years. Ms. Kubenez earned a Bachelor of Arts degree in Communications from Bethel College in Mishawaka, IN.

The Board of Directors met four (4) times in Fiscal 2008. EachYear 2009. During 2009, each director attended each meeting.  The Company does not have a policy requiringat least 75% of the total number of meetings of our Board and its directors to attend the Annual Meeting of Stockholders.

committees on which he or she then served.

Our Board of Directors currently has, an audit committee, a nominating committee, and a compensation committee.

appoints members to, three standing committees: the Audit Committee, the Disclosure Controls, Governance and Nominating Committee, and the Compensation Committee. The membership of these committees, as of April 21, 2010, was as follows:

Our Audit Committee is solely responsible for appointing and reviewing fee arrangements with our independent accountants, and approving any non-audit services by our independent accountants. Our Audit Committee reviews and monitors our internal accounting procedures and reviews the scope and results of the annual audit and other services provided by our independent accountants. The Audit Committee is also responsible for overseeing our compliance with legal and regulatory requirements,

including our disclosure controls and procedures. Our Audit Committee currently consists of Messrs. David G. Burke and Jay A. Dusenberry.Dusenberry and Gregory J. Stevens. Our Board has determined that each of the Members of the

3

Audit Committee meets the criteria for independence under the statement provided by the NASDAQ stock market.  The Board of Directors has adopted a written charter for the Audit Committee.  This charter may be viewed on the Company’s web site atwww.diversifiedrestaurantholdings.com.  Stock Market.

We believe that each of the members of the Audit Committee is financially sophisticated and is able to read and understand our consolidated financial statements. The Audit Committee met twofour times during 20082009 and both members attended each meeting. The Chairman of the Audit Committee was present at all meetings. Our Board of Directors has determined that Mr. BurkeDusenberry is an audit committee financial expert as defined in Item 401 of Regulation S-K.

Audit

The Auditpurposes of our Disclosure Controls, Governance and Nominating Committee consists of two directors, both of whom are "independent directors" withinto: (i) ensure that all disclosures made by the meaning ofCompany to its stockholders or the applicable rules ofinvestment community fairly present the CommissionCompany’s financial condition and the NASDAQ Stock Market, Inc.  The Audit Committee's responsibilitiesresults of operations in all material respects and such disclosures are as described in a written charter adopted by the Board.

The Audit Committee has reviewedaccurate, complete, and discussed the Company's audited financial statements for Fiscal 2008 with management and with the Company's independent registered public accounting firm, Rehmann Robson.  The Audit Committee has discussed with Rehmann Robson the matters required to be discussed by the Statement on Accounting Standards No. 61,timely made as amended, relating to the conduct of the audit.  The Audit Committee has received the written disclosures and the letter from Rehmann Robson required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees,applicable laws and has discussed with Rehmann Robson its independence.

Based on the Audit Committee's review of the audited financial statementsany applicable stock exchange requirements; (ii) advise and the review and discussions described in the foregoing paragraph, the Audit Committee recommendedmake recommendations to the Board that the audited financial statements for Fiscal 2008 be included in the Company's Annual Report on Form 10-K for Fiscal 2008 for filing with the Commission.

Submitted by the members of the Audit Committee:

David G. Burke, Chairman

Jay A. Dusenberry

Review, Approval or Ratification of Transactions with Related Persons

The Audit Committee of the Board of Directors is responsible for evaluating the appropriateness of all related-party transactions.

The Audit Committee has adopted written policieswith respect to corporate governance principles and procedures for the Committee to reviewpractices; and approve or ratify related-party transactions with the Company.  These transactions include transactions that must be disclosed under the SEC rules in filings with the SEC.

Transactions that are deemed immaterial under SEC disclosure requirements are excluded from the review process.

Criteria for Audit Committee approval or ratification of related-party transactions include:

(a)

whether the transactions are on terms no less favourable(iii) recommend qualified candidates to the Company than terms generally available from an unrelated third party;

(b)

the extentBoard for election as directors of the related-party's interest inCompany, including the transaction;

(c)

whether the transaction would interfere with the performanceslate of the officer's or director's duties to the Company;

(d)

in the case of a transaction involving a non-employee director, whether the transaction would disqualify the director from being deemed independent under the NASDAQ Stock Market LLC listing requirements; and

(e)

such other factorsdirectors that the Audit Committee deems appropriate underBoard proposes for election by shareholders at the circumstances.

4

Nominating Committee

Our Nominating Committee makes recommendations to the board concerning nominations to the board, including nominationsannual meetings and candidates to fill a vacancy (including a vacancy created by an increase in the number of board members).  vacancies occurring between annual meetings.

The Board of Directors has not adopted a written charter for the Nominating Committee.  The Nominating Committeecommittee will consider nominees for directors nominated by stockholders upon submission in writing to our corporate secretary of the names of such nominees in accordance with our bylaws. Our Disclosure Controls, Governance and Nominating Committee currently consists of Messrs. T. Michael Ansley, David G. Burke, and Gregory J. Stevens. The Disclosure Controls, Governance and Nominating Committee didmet one time during 2009 and all members of the committee were present at that meeting.

The Disclosure Controls Governance and Nominating Committee has used an informal process to identify potential candidates for nomination as directors. Candidates for nomination have been recommended by an executive officer or director, and considered by the Disclosure Controls Governance and Nominating Committee and the Board of Directors. Generally, candidates have been members of the Southeast Michigan community who have been known to one or more of our Board members. The Disclosure Controls Governance and Nominating Committee has not meet during 2008.adopted specific minimum qualifications that it believes must be met by a person it recommends for nomination as a director. In evaluating candidates for nomination, the Disclosure Controls Governance and Nominating Committee will consider the factors it believes to be appropriate. These factors would generally include the candidate’s personal and professional integrity, business judgment, relevant experience and skills, and potential to be an effective director in conjunction with the rest of our Board of Directors in collectively serving the long-term interests of our shareholders. We do not have a specific policy relating to the consideration of diversity in identifying director candidates. However, the Disclosure Controls Governance and Nominating Committee does consider the diversity of our Board when identifying director candidates. The amount of consideration given to diversity varies with the Disclosure Controls Governance and Nominating Committee’s determination of whether we would benefit from expanding the Board’s diversity in a particular area. We believe this policy has been effective in identifying candidates with the diverse business experience necessary to lead our growing Company.

Our Compensation Committee is primarily responsible for reviewing and approving the compensation and benefits of our executive officers; evaluating the performance and compensation of our executive officers in light of our corporate goals and objectives; and making recommendations to our board of directors regarding these matters. Our Compensation Committee currently consists of Messrs. David Ligotti and Gregory J. Stevens. The Compensation Committee met two times during 2009 and both members of he committee were present at all meetings.

The Compensation Committee has not adopted a written charter for the authority to delegate appropriate matters to subcommittees as the Committee may determine in its discretion. The Compensation Committee.Committee also has the authority to retain compensation consultants, outside counsel, and other internal or external advisors to assist it in fulfilling its responsibilities, and to approve the related fees and retention terms, as it may deem appropriate in its discretion. The Compensation Committee did not meet during 2008.

retain or pay any fees to a compensation consultant in Fiscal Year 2009.

Mr. Ansley was our founding President and Chief Executive Officer, and has been our Chairman of the year ended December 31, 2008 Messrs. LigottiBoard and Stevens servedChief Executive Officer since our inception; as such the Board of Directors believes that he is uniquely qualified through his experience and expertise to be the person who generally sets the agenda for, and leads discussions of, strategic issues for our Board. Mr. Ansley was one of the key individuals behind our formation and his leadership was instrumental in the drafting and implementation of our strategic plan, as well as our mission and vision statements. Mr. Ansley’s leadership, in both his Chairman of the Board and Chief Executive Officer roles, continues to ensure that we remain dedicated to and focused on our mission. Our Board believes that his dedication and focus is particularly important during these challenging economic times to ensure that we continue to differentiate ourselves from our competition while navigating the difficult economic waters and keeping us well poised for future market expansion. Our Board believes that we and our shareholders can be best-served by leaving these roles combined.

Our Board of Directors oversees our risk management in cooperation with management. The Board and management regularly assess and communicate regarding risks confronting the Company, including transaction specific risks, macroeconomic trends, industry developments, and risks factors unique to our business. The members of the Company's Compensation Committee.  During the same period, Mr. LigottiAudit Committee also discuss various financial reporting and Mr. Stevens had certain relationshipsaccounting risk factors with our internal audit firm, Oakwood Business Services, LLC.

Our Board of Directors believes that full and discussed the Compensation Discussionopen communication between stockholders and Analysis set forth with our management.  Based on its review and discussions, the committee recommended tomembers of our board is in our best interest and the best interests of directors that the Compensation Discussion and Analysis be included in this report.

Submitted by the Compensation Committee:

David Ligotti

Gregory J. Stevens

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Director Independence

As the Company is quoted on the OTCBB and not oneour stockholders. Stockholders can contact any director or committee of the national securities exchanges, it is not subjectboard by writing to any director independence requirements.  However, Management believes that Messrs. Gregory J. Stevens,the Chairman of the Audit Committee, Mr. Jay Alan Dusenberry at 27680 Franklin Road, Southfield, Michigan 48034. The Chairman of the Audit Committee will determine the extent to which such stockholder communications should be disseminated to other members and David G. Burke qualify as independent directors pursuant to Rule 10A-3 promulgated underwill address the Exchange Act.  The other directors would not qualify as independent due to their affiliationcommunication with the Company and due to their receipt of certain fees or compensation from the Company.

inquiring shareholders as appropriate.

Our Board of Directors does not have a policy requiring directors to schedule our Annual Meeting at a time and date to maximize attendance by directors taking into account the directors' schedules.  Weattend annual meetings of Shareholders. However, we believe that the annual meeting provides an opportunity for shareholders to communicate with directors and have requested that all directors make every effort to attend the Company'sCompany’s Annual Meeting. Previously, allWe make every effort to schedule our Annual Meeting at a time and date to maximize attendance by directors, taking into account the directors’ schedules. Three of our five board members attended our 2007 annual meeting.2009 Annual Shareholders’ Meeting.

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct, provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of our corporate code of ethics may be obtained, without charge, upon written request to: 21751 W. Eleven Mile27680 Franklin Road, Suite 208, Southfield, Michigan 48076.48034. The Code of Ethics may be reviewed on our website at www.diversifiedrestaurantholdings.com.http://www.diversifiedrestaurantholdings.com/images/main/CodeOfEthics.pdf. A copy of our code of ethics was filed as exhibit 14 to our Form 10-K filed with the SEC on March 31, 2009. These filings may be viewed online at www.sec.gov.

6

OWNERSHIP OF SHARES

Security Ownership

The Audit Committee has reviewed and discussed the Company’s audited financial statements for Fiscal Year 2009 with management and with the Company’s independent registered public accounting firm, Silberstein Ungar, PLLC. The Audit Committee has discussed with Silberstein Ungar, PLLC the matters required to be discussed by the Statement on Accounting Standards No. 61, as amended, relating to the conduct of Certain Beneficial Owners

the audit. The following table sets forth, as of April 23, 2009,Audit Committee has received the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group,written disclosures and the present owners of 5% or more of our total outstanding shares.  The titleletter from Silberstein Ungar, PLLC required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and has discussed with Silberstein Ungar, PLLC its independence.

Based on the Audit Committee’s review of the class of sharesaudited financial statements and the review and discussions described in the foregoing paragraph, the Audit Committee recommended to the Board that the audited financial statements for all owners is $0.0001 par value common stock.

Name and Address of Beneficial Owner		Amount and Nature of Common Stock Beneficially Owned		Percentage Ownership of Common Stock(1)
T. Michael Ansley 820 Cherokee Avenue Royal Oak, MI  48067		11,153,500(4)		61.72%
Jason T. Curtis 8789 Heidi Drive Sterling Heights, MI  48310		900,000		4.98%
Steven A. Menker 37899 Maple Hill Harrison Twp., MI  48045		900,000		4.98%
Thomas D. Ansley 5585 Old 70 Rd. Springfield, OH  45502		1,356,500		7.5%
Gregory J. Stevens 2545 Cedar Brook Court Rochester Hills, MI  48309		129,979(2)		.72%
Jay A. Dusenberry 7236 Audubon Clay Township, MI  48001		10,000(3)		.06%
David Ligotti 2047 Prairie Dunes Court South Ann Arbor, MI  48108		110,000(5)		.61%
David G. Burke 1389 Kentfield Drive Rochester, MI  48307		10,000(3)		.06%
All Officers and Directors As a Group (6 persons)		14,569,979		80.63%

(1)

BasedFiscal Year 2009 be included in the Company’s Annual Report on 18,070,000 shares of common stock outstanding as of April 23, 2009.

(2)

This includes shares ownedForm 10-K for Fiscal 2009 for filing with the Commission.

The following table summarizes compensation earned by or paid to our principal executive officer and our other executive officers for our last two completed fiscal years. No other executive officer received total annual salary and bonus equal to or in excess of at least $100,000 during those periods.

SUMMARY COMPENSATION TABLE
Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
PEO
T. Michael Ansley	2007 2008	100,000 100,000	0 0	0 0	0 0	0 0	0 0	7,200 11,400	107,200 111,400
Jason T. Curtis	2007 2008	67,500 70,000	30,014 23,424	0 0	0 0	0 0	0 0	8,400 8,400	105,914 101,824

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards:  Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
PEO
T. Michael Ansley	10,000	20,000	0	25,000	7-30-13	20,000	105,000	0	0
Jason T. Curtis	0	0	0	0	0	0	0	0	0

27, 2009.

The table below provides information regarding the compensation of our directors for our fiscal year ending December 31, 2008.

Name (a)	Fees Earned or Paid In Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
David Ligotti	0	0	6,462	0	0	0	6,462
Jay Alan Dusenberry	0	0	6,462	0	0	0	6,462
David Gregory Burke	0	0	6,462	0	0	0	6,462
Gregory J. Stevens	0	0	6,462	0	0	0	6,462

27, 2009.

We do not have any long-term incentive plans or pension plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of our officers, directors, employees or consultants since we were founded.

The members of the Board of Directors will be granted options to purchase up to 30,000 shares of our common stock in return for their services as directors. Under the terms of the Stock Option Agreement, they receive the option to purchase 10,000 shares in each of the first three years of their terms as directors. If they resign their position during that period, their options will not vest. Once vested, the options will allow the directors to purchase our common stock for $2.50 per share. The options will expire six (6) years from the date of grant. There were no reimbursement expenses paid to any director during the year endedending December 31, 2008.

27, 2009.

There are no employment or other contracts or arrangements with officers or directors. There are no compensation plans or arrangements, including payments to be made by the Company with respect to the officers, directors, employees or consultants of the Company that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants with the Company. We do not maintain key man life insurance on any of our employees.  There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control of the Company.

PERSONAL LIABILITY AND INDEMNIFICATION OF DIRECTORS

Our Bylawsbylaws contain provisions in accordance with the Nevada Corporate Code which reduce the potential personal liability of directors for certain monetary damages and provide for indemnification of directors

9

and other persons. We are unaware of any pending or threatened litigation against us or our directors that would result in any liability for which our directors would seek indemnification or similar protection at this time.

Such indemnification provisions are intended to increase the protection provided directors and, thus, increase our ability to attract and retain qualified persons to serve as directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act"“Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

David Liggoti and Gregory J. Stevens, a membermembers of the board of directors of the Company, each made a loan to the Company in November, 2008 in the amount of $95,000. TheEach loan is,was evidenced by a promissory note that earned interest at the option of Mr. Stevens, convertible into 100,000 shares of the Company's common stock.  It is5.26% per annum and was for a term of one yearyear. Each also held a warrant, acquired in November 2006 through a private placement, to purchase 100,000 shares of common stock of the Company at $1.00 per share. In November of 2009, Mr. Ligotti and Mr. Stevens each elected to surrender their promissory note as currency for the loan earnsexercise price of the warrant. Thus, Mr. Ligotti and Mr. Stevens each acquired 100,000 shares of common stock of the company at the exercise price of $1.00 per share in exchange for forgiveness of $100,000 in debt owned to him by the Company. Apart from the conversion, the Company made no payment of principal or interest at 5.26% per annum.  Management believes this loan wasin connection with the note. We believe these transactions were made on terms equivalentat least as favorable to that of a non-relatedthe Company as could have been obtained from an unrelated third party.

T. Michael Ansley is the President and Chief Executive Officer of the Company, and Chairman of the Board of Directors.Directors, and a principal shareholder of the Company. In January 2008, Mr. Ansley made a loan to the Company in the amount of $100,000. The term of the loan is three years and the loan earns interest at the rate of 3.203.20% per annum. Management believes thatOn January 1, 2009, the balance of the loan was $103,200. During fiscal year 2009, we made principal payments totaling $50,775.57 and interest payments totaling $2,562.03. The outstanding loan balance was $35,135.44 as of April 7, 2010. We believe this loan was made on terms equivalent to that of a non-related third party.

David Ligotti, a member of the Board of Directors of the Company, made a loanat least as favorable to the Company in November, 2008 in the amount of $95,000.  The loan is, at the option of Mr. Ligotti, convertible into 100,000 shares of the Company’s common stock.  The loan is for a term of one year and the loan earns interest at 5.26% per annum.  Management believes this loan was made on terms equivalent to that of a non-relatedas could be obtained from an unrelated third party.

David Ligotti is a member of our Board of Directors and he is the owner and operator of Oakwood Business Services, LLC, a provider of accounting and consulting services. Oakwood Business Services, LLC provides accounting and business services to usthe Company under contract and we pay Oakwood approximately $7,200 per month for such services. Oakwood has provided these services since our inception,inception. We believe this relationship is on terms at least as favorable to the Company as could be obtained from an unrelated third party.

On February 1, 2010, the Company, through its wholly-owned subsidiary AMC Wings, Inc. (“Wings”), acquired nine affiliated Buffalo Wild Wings restaurants (the “Affiliated Restaurants”) for a total purchase price of $3,134,790 by exercising the option to purchase described below. The table below details the name, location, identity of the sellers and purchase price of each of the Affiliated Restaurants. The purchase of each of the Affiliated Restaurants was accomplished pursuant to an Amended and Restated Stock Purchase Agreement or a Membership Interest Purchase Agreement, as applicable (the “Purchase Agreements”). Each of the Purchase Agreements is dated February 1, 2010. Conformed copies of the Purchase Agreements are attached as Exhibit 2.01 to our Form 8-K filed with the Securities and Exchange Commission on February 5, 2010.

Throughout Fiscal Year 2009 and prior to the acquisition of the Affiliated Restaurants on February 1, 2010 (as described immediately above), we provided management and consulting services to the nine Affiliated Restaurants through a Management Services Agreement (the “Services Agreement”) between AMC Group, Inc., our wholly-owned subsidiary, and Stallion, LLC, a cooperative management company operating on behalf of the Affiliated Restaurants. The Service Agreement called for AMC Group, Inc. to collect from Stallion, LLC a service fee up to 8.00% of the gross revenue of each restaurant under management. Stallion, LLC is owned by T. Michael Ansley (51%), Jason T. Curtis (24.5%) and Steven Menker (24.5%). Management Fees paid by Stallion, LLC to the Company in fiscal year 2009 totaled approximately $1.7 million. T. Michael Ansley is the Chairman of the Board of Directors, President and CEO and a principal shareholder of the Company. Jason T. Curtis is the Chief Operations Officer and a principal shareholder of the Company. Steven A. Menker is a principal shareholder of the Company. The Services Agreement expired on February 1, 2010, upon acquisition of the Affiliated Restaurants. We believe these chargesthe Services Agreement was on terms at least as favorable to the Company as could be obtained from an unrelated third party.

Transactions that are consistentdeemed immaterial under SEC disclosure requirements are excluded from the review process.

(c) whether the transaction would interfere with charges for similar services which were providedthe performance of the officer’s or director’s duties to the Company;

(d) in arms length transactions.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

the case of a transaction involving a non-employee director, whether the transaction would disqualify the director from being deemed independent under the NASDAQ Stock Market listing requirements; and

Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sour directors and executive officers and persons who beneficially own more than 10% of a registered class of the Company's equity securities,our outstanding common stock to file with the Securities and Exchange Commission reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3, 4 and 5. Officers,our common stock held by such persons. Executive officers, directors and greater than 10% stockholders are also required by SEC regulations to furnish the Companyus with copies of all Section 16(a) forms they file.

Mr. Gregory J. Stevens served as a director of the Company and during 2008 Mr. Stevens failed to file in a timely manner a Form 4 Report in connection with the purchase of the common stock of the Company.  This failure occurred one time and related to one transaction.  Other than Mr. Stevens,under this regulation. To our knowledge, based solely on the Company'sa review of the copies of the formssuch reports furnished to us and representations received by it during the fiscal year ended December 31, 2008,from our directors and the statements made by qualifying persons, the Company does notofficers, we believe that any personall reports required to make filingsbe filed under Section 16(a) during suchfor fiscal year failed to file such reports or filed such reports late.

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INDEPENDENT AUDITORS

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

2009 were timely filed.

For Fiscal 2008, Rehmann Robson, Troy,Year 2009, Silberstein Ungar, PLLC (formerly Maddox Ungar Silberstein, PLLC) of Bingham Farms, Michigan provided audit services to the Company that included examination of the Company'sCompany’s annual consolidated financial statements. The Company'sCompany’s Board of Directors has again selected MaddoxSilberstein Ungar Silberstein, PLLC to perform an audit of the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 200926, 2010, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon. The stockholders are being requested to ratify such selection at the Annual Meeting. A representative of MaddoxSilberstein Ungar Silberstein, PLLC will attend the Annual Meeting to make a statement or to respond to stockholder questions.

The Audit Committee of the Board of Directors of Diversified Restaurant Holdings, Inc. ("DRH"(“DRH”) annually considers and recommends to the Board the selection of independent public accountants. On April 13, 2010, after an evaluation process as recommended by DRH’s Audit Committee, the Board of Directors voted to continue Silberstein Ungar’s appointment as DRH’s independent auditors for the 2010 fiscal year.

For fiscal years 2007 and 2008, Rehmann Robson, P.C. of Troy, Michigan (“Rehman”) provided audit services to the Company that included examination of the Company’s annual consolidated financial statements. On April 21, 2009, after an evaluation process as recommended by DRH'sDRH’s Audit Committee, the Board of Directors appointed MaddoxSilberstein Ungar Silberstein, PLLC ("MUS") as DRH'sDRH’s independent auditors for the 2009 fiscal year, effectively dismissing and replacing Rehmann Robson, PC ("Rehmann").Rehmann.

Neither the Company's independent auditor for the fiscal year that commenced on January 1, 2009.  The report of Rehmann on the Company'sCompany’s consolidated financial statements for the year ended December 31, 2008 did not containnor the report of Silberstien Ungar on the Company’s consolidated financial statements for the year ended December 27, 2009 contained an adverse opinion or a disclaimer of opinion andnor was not qualified or modified as to uncertainty, audit scope, or accounting principles.

For the years ended December 31, 2007 and December 31, 2008 and through the date of this Form 8-K,April 21, 2009, there have been no disagreements with Rehmann on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to Rehmann'sRehmann’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. For the years ended December 31, 2007 and 2008 and through the date of this Form 8-K,April 21, 2009, there were no"reportable events" “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Rehmann with a copy of this form 8-KProxy Statement and the Company has requested that Rehmann furnish a letter addressed to the Commission stating whether it agrees with the statements above.

For the years ended December 31, 2007 and 2008 and through the date of this form 8-K.  NeitherApril 21, 2009, neither the Company nor anyone on the Company'sCompany’s behalf consulted MUSSilberstein Ungar with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company'sCompany’s Consolidated Financial Statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K. MUSSilberstein Ungar has been asked to review this disclosure and MUSSilberstein Ungar has been provided an opportunity to furnish a letter to the SEC containing any new information, clarification, or disagreement with the statements made herein.

11

The following table shows the fiscal years ended December 31, 2007fees for audit and other professional services provided to us by Rehmann in 2008 the Company retained Rehmann Robson to provide services as follows:

and Silberstein Ungar in 2009.

The Company'sCompany’s Audit Committee pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. The Company'sCompany’s independent auditors may be engaged to provide non-audit services only after the appointed auditor has first considered the proposed engagement and has determined in each instance that the proposed services are not prohibited by applicable regulations and the auditors'auditors’ independence will not be materially impaired as a result of having provided these services. In making this determination, the Audit Committee takes into consideration whether a reasonable investor, knowing all relevant facts and circumstances would conclude that the auditor'sauditor’s exercise of objective and impartial judgment on all issues encompassed within the auditors'auditors’ engagement would be materially impaired.

12

Communications with All services provided by the Board

Our Board of Directors believes that fullCompany’s independent auditors in 2008 and open communication between stockholders and members of our board is in our best interest and the best interests of our stockholders.  Stockholders can contact any director or committee of the board2009 were pre-approved by writing to the Chairman of the Audit Committee Mr. David G. Burke at 21751 W. Eleven Mile Road, Suite 208, Southfield, Michigan 48076.  The Chairman ofor its chairman in accordance with the Audit Committee will determine the extent to which such stockholder communications should be disseminated to other members of the board and what response, if any, should be made to such communications.

SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING OF SHAREHOLDERS

Company’s policy.

Any shareholder of the Company wishing to submit a proposal for action at the Company's 2010Company’s 2011 Annual Meeting of Shareholders must provide a written copy of the proposal to the management of the Company at its principal executive offices notno later than February 1, 2010January 3, 2011 and must otherwise comply with the rules and regulations of the Commission applicable to shareholder proposals.

ANNUAL REPORT

The Company's 2008Company’s 2009 Annual Report to Shareholders, which includes financial statements, is being mailed to the Company's ShareholdersCompany’s shareholders with this Proxy Statement.proxy statement. The Annual Report is not part of the proxy soliciting material.

OTHER MATTERS

The Board does not know of any other matters to be presented at the Annual Meeting for action by Shareholders. If any other matters requiring a vote of the Shareholders arise at the Annual Meeting or any adjournment thereof, however, it is intended that votes will be cast pursuant to the proxies with respect to such matters in accordance with the best judgment of the persons acting under the proxies.

The Company will pay the cost of soliciting proxies. In addition to solicitation by mail, certain officers and regular employees of the Company may solicit the return of proxies by telephone, telegramemail or personal interview. The Company may request brokers and others to forward proxies and soliciting materials to the beneficial owners of Common Stock, and will reimburse them for their reasonable expenses in so doing.

A list of Shareholdersshareholders entitled to be present and vote at the Annual Meeting will be available during the Annual Meeting for inspection by shareholders who are present.

If you cannot be present in person, you are requested to complete, sign, date and return the enclosed proxy promptly. An envelope has been provided for your convenience.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated May 6, 2009,7, 2010, and does hereby appointappoints T. Michael Ansley and David G. Burke, and either of them, with full power of substitution as proxy or proxies of the undersigned, to represent the undersigned and vote all shares of Diversified Restaurant Holdings, Inc. common stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of Diversified Restaurant Holdings, Inc., to be held at the Troy Marriott – 200 W. Big Beaver Road, Troy, Michigan 48084 at 10:00 a.m., local time, on June 4, 2009,3, 2010, and at any and all adjournment(s) thereof:

thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” EACH OF THE LISTED NOMINEES AND PROPOSALS.

1.

Proposal 1:

The election as directors of the five nominees listed below to serve until the Annual Meeting of Shareholders of the Company in Fiscal 2009

If any other business is properly presented at the Annual Meeting, this proxy card will be voted by the proxies in their discretion.  At the present time, the Board of Directors knows of no other business to be presented to a vote of the shareholders at the Annual Meeting.

Signature

Signature, if shares held jointly

Date

, 2009