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): February 4, 2016
LUBY'S, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
|
|
|
13111 Northwest Freeway, Suite 600
|
|
Registrant’s telephone number, including area code:
(713) 329-6800
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:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Employment Agreement Amendment
On February 4, 2016, Luby’s, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to the Employment Agreement dated January 24, 2014 (the “Original Agreement”) between the Company and Christopher J. Pappas.
The Amendment extended the term of the Original Agreement to August 31, 2017. The Amendment did not change any other terms of the Original Agreement.
The Amendment was approved by the independent directors of the Company’s Board of Directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
In addition, the Company’s Board of Directors approved a cash bonus to Mr. Pappas in the amount of $225,000.
Luby’s Incentive Stock Plan
On February 4, 2016, at the 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”) of the Company, the Company’s shareholders approved the Luby’s Incentive Stock Plan (the “Stock Plan”). A summary of the Stock Plan is set forth under the caption “APPROVAL OF THE LUBY’S INCENTIVE STOCK PLAN (Item 4)” in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 16, 2015 (the “Proxy Statement”) and is incorporated herein by reference. The summary of the Stock Plan set forth therein does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Plan, which is filed as Annex A and Annex B (Certain Federal Income Tax Aspects) to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2016 Annual Meeting, the proposals submitted to the Company’s shareholders, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. For more information about any of the proposals below please see the Proxy Statement.
The following nominees for directors were elected to serve one-year terms expiring at the 2017 annual meeting of shareholders:
|
Nominee |
For |
Against |
Abstentions |
Broker Non-votes |
|
Gerald W. Bodzy |
18,370,585 |
185,408 |
2,415 |
8,208,897 |
|
Judith Craven, M.D., M.P.H. |
18,364,235 |
190,739 |
3,434 |
8,208,897 |
|
Arthur Emerson |
18,368,328 |
187,762 |
2,318 |
8,208,897 |
|
Jill Griffin |
18,366,628 |
189,239 |
2,541 |
8,208,897 |
|
J.S.B. Jenkins |
18,366,500 |
189,143 |
2,765 |
8,208,897 |
|
Frank Markantonis |
18,330,126 |
225,384 |
2,898 |
8,208,897 |
|
Joe McKinney |
18,367,151 |
189,134 |
2,123 |
8,208,897 |
|
Gasper Mir, III |
18,367,708 |
188,280 |
2,420 |
8,208,897 |
|
Christopher J. Pappas |
18,362,510 |
193,548 |
2,350 |
8,208,897 |
|
Harris J. Pappas |
18,348,279 |
204,084 |
6,045 |
8,208,897 |
|
Peter Tropoli |
18,358,029 |
198,059 |
2,320 |
8,208,897 |
The appointment of Grant Thornton LLP as independent public accounting firm for the Company for the 2016 fiscal year was ratified:
|
For |
Against |
Abstentions |
Broker Non-votes |
|
26,200,637 |
539,742 |
26,926 |
— |
The advisory vote on the compensation of the Company’s named Executive Officers was approved:
|
For |
Against |
Abstentions |
Broker Non-votes |
|
18,104,236 |
432,751 |
21,421 |
8,208,897 |
The vote on the Luby’s Incentive Stock Plan was approved:
|
For |
Against |
Abstentions |
Broker Non-votes |
|
18,026,817 |
519,955 |
11,636 |
8,208,897 |
Item 9.01. Financial Statements and Exhibits.
|
Exhibit 10.1 |
Second Amendment dated as of February 4, 2016 to Employment Agreement dated as of January 24, 2014 between Luby’s, Inc. and Christopher J. Pappas. |
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 hereunto duly authorized.
|
Date: February 9, 2016 |
|
LUBY'S, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Christopher J. Pappas |
|
|
|
|
Christopher J. Pappas |
|
|
|
|
President and Chief Executive Officer |
|
Exhibit Index
|
Exhibit 10.1 |
Second Amendment dated as of February 4, 2016 to Employment Agreement dated as of January 24, 2014 between Luby’s, Inc. and Christopher J. Pappas. |
Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this “ Amendment ”) is entered into effective as of February 4, 2016 (the “ Effective Date ”) by and between Luby’s, Inc. a Delaware corporation (together with its subsidiaries, “ Luby’s ”) and Christopher J. Pappas, a resident of Houston, Texas (“ Executive ”). Luby’s and Executive are sometimes referred to collectively herein as the “Parties.”
WHEREAS , the Parties entered into that certain Employment Agreement, dated January 24, 2014 (the “ Original Agreement ”);
WHEREAS , the Parties entered into that certain First Amendment to Employment Agreement, effective as of December 1, 2014 (collectively with the Original Agreement, the “ Agreement ”); and
WHEREAS , the Parties desire to amend the Agreement to extend the term under the Agreement.
NOW, THEREFORE , in consideration of the mutual promises and covenants, and subject to the terms and conditions herein set forth, the Parties hereby agree as follows:
1) Section 3 of the Agreement is hereby amended and replaced in its entirety with the following:
Section 3. Term. Subject to the provisions for termination of employment as provided in Section 8(a), Executive’s employment under this Agreement shall be for a period beginning on the Effective Date and ending on August 31, 2017 (“ Term ”).
2) Except as modified and amended in this Amendment, the Agreement shall remain in full force and effect.
3) This Amendment shall be governed by and construed in accordance with the laws of the State of Texas.
4) This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.
|
LUBY’S, INC. , |
CHRISTOPHER J. PAPPAS |
|||
| By: | /s/ Peter Tropoli | /s/ Christopher J. Pappas | ||
|
Peter Tropoli Chief Operating Officer |
||||