Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Waitr Holdings Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 16, 2020. At the Annual Meeting, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “Amended Plan”), which is an amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”). 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, performance-based awards, and other stock-based or cash-based awards. The Amended Plan was adopted principally to serve as a successor plan to the 2018 Incentive Plan, and to increase the number of shares of common stock reserved for issuance of equity-based awards by 13,500,000 shares, which is in addition to the share reserve amount that remained available under the 2018 Incentive Plan prior to the adoption of the Amended Plan. Additionally, the Amended Plan extends the evergreen provisions under the 2018 Incentive Plan, so that they will now expire on January 1, 2030.
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 29, 2020 (the “Proxy Statement”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following three proposals: (1) to elect four Class II directors to serve until the 2023 Annual Meeting of Stockholders of the Company, (2) to approve the amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan, including an increase in the number of shares of common stock reserved for issuance thereunder and (3) to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s Proxy Statement:
| 1. | The Class II directors that were up for election at the Annual Meeting were each elected for a three-year term expiring at the Company’s 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. Votes regarding the election of these directors were as follows: |
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | BrokerNon-Votes |
Carl A. Grimstad | | 32,297,681 | | 416,966 | | 31,868,031 |
Charles Holzer | | 32,358,492 | | 356,155 | | 31,868,031 |
Buford Ortale | | 32,374,051 | | 340,596 | | 31,868,031 |
William Gray Stream | | 26,755,539 | | 5,959,108 | | 31,868,031 |
| 2. | The amendment and restatement of the Waitr Holdings Inc. 2018 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance thereunder was approved. The voting results were as follows: |
| | | | |
Votes For | | Votes Against | | Abstensions |
23,669,271 | | 8,369,346 | | 676,030 |
| 3. | Moss Adams LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows: |
| | | | |
Votes For | | Votes Against | | Abstensions |
63,678,092 | | 430,109 | | 474,477 |
