Item 1.02. Termination of a Material Definitive Agreement.
On April 30, 2020, FDA and Granite City, Inc. (“GC”), wholly-owned operating subsidiaries of the Company received funding of approximately $7.2 million and $5.8 million, respectively, in connection with “Small Business Loans” under the Paycheck Protection Program. Subsequently, BBQ Ventures, Inc. (“Real Urban Barbeque”) and Mercury BBQ (“Clark Crew BBQ”) received funding of approximately $121,000 and $800,000, respectively, under the above referenced program on May 6, 2020 and May 8, 2020, respectively. These amounts were borrowed pursuant to the terms of the Promissory Notes by FDA, GC, Real Urban Barbeque and Clark Crew BBQ (“PPP Loans”), in favor of Choice Financial Group, a bank operating out of the state of North Dakota (the “Lender”).
On June 11, 2021, the Company received a notification from the Lender that the SBA approved FDA’s, GC’s, Real Urban Barbeque’s and Clark Crew BBQ’s PPP Loan forgiveness applications for the entire approximately $14.0 million balance of the PPP Loans and that the remaining balance of the PPP Loans is zero.
Item 5.02. Departure of Directors or Certain Officers’ Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)At the Company’s Annual Meeting on June 15, 2021, the Company’s shareholders approved an amendment to the Company’s 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance from 1,500,000 shares to 2,000,000 shares. The Amended Plan is a long-term incentive plan pursuant to which awards may be granted to certain employees, independent contractors and directors of the Company, in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and performance-based awards.
The foregoing description of the Amended Plan is not complete and is qualified in its entirety by the complete terms and conditions of the Amended Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. In addition, a description of the material terms of the Amended Plan was included in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 30, 2021 (the “Proxy Statement”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on June 15, 2021. At the Annual Meeting, the Company’s shareholders took the following actions:
(i) | The shareholders elected eight directors to serve as members of the Company’s Board of Directors until the next annual meeting of shareholders. The shareholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all director nominees: |
Nominee | | Votes For | | Votes Withheld |
Rachael Maga | | 6,864,084 | | 287,953 |
Charles E. Davidson | | 6,857,717 | | 294,320 |
Peter O. Haeg | | 6,852,477 | | 299,560 |
Jeffery Crivello | | 6,947,823 | | 204,214 |
Bryan L. Wolff | | 6,808,017 | | 344,020 |
(ii) | The shareholders ratified the appointment of Schechter, Dokken, Kanter, Andrews & Selcer, Ltd. as the Company’s independent registered public accounting firm for fiscal year 2021. There was 8,241,749 votes cast for the proposal; 5,536 votes were cast against the proposal; 5,271 votes abstained; and there were no broker non-votes. |
(iii) | The shareholders approved the amendment to the Company’s 2015 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance from 1,500,000 to 2,000,000, as described by the Company’s Proxy |
