UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2023
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | | 001-38250 | | 82-1302696 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
9720 Wilshire Blvd., Suite 500 Beverly Hills, CA | | 90212 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (310) 319-1850
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock | | FAT | | The Nasdaq Stock Market LLC |
| Class B Common Stock | | FATBB | | The Nasdaq Stock Market LLC |
| Series B Cumulative Preferred Stock | | FATBP | | The Nasdaq Stock Market LLC |
| Warrants to purchase Class A Common Stock | | FATBW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 11, 2023, the Board of Directors (the “Board”) of FAT Brands Inc. (the “Company”) increased the size of the Board from ten to eleven persons, and appointed John C. Metz to fill the vacancy on the Board with a term expiring at the Company’s 2023 Annual Meeting of Stockholders.
Mr. Metz is an experienced owner, operator and developer of restaurants and hospitality properties. He currently owns and operates approximately 70 franchised restaurants, including Hurricane Dockside Grill restaurants franchised by the Company, as well as Denny’s and Wahoo Seafood Grill restaurants. Mr. Metz received a Bachelor of Science degree in Hotel Administration and an MBA degree from Cornell University.
Mr. Metz will receive standard compensation from the Company for non-employee directors, consisting of annual cash compensation of $120,000 and an annual equity award of stock options to acquire 30,636 shares of Class A common stock of the Company vesting over three years.
Mr. Metz is the President and owner of RREMC Restaurants, LLC, which franchisees certain of the Company’s Hurricane Dockside Grill restaurants under standard franchise terms for the Company’s Hurricane brand. Under such arrangements, RREMC Restaurants, LLC pays to the Company a standard royalty rate on net sales plus marketing fees, which amounted to $0.4 million in 2022 and $0.2 million in 2023 through the date of this report. In addition, the Company paid to Mr. Metz a consulting fee of $160,000 in January 2022 in connection with the Company’s acquisition of Native Grill & Wings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 17, 2023
| | FAT Brands Inc. |
| | | |
| | By: | /s/ Kenneth J. Kuick |
| | | Kenneth J. Kuick |
| | | Chief Financial Officer |
