Fat Brands, Inc (Form: 8-K, Received: 10/25/2021 16:07:17)

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): October 19, 2021

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)

☐	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))

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 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.

(d) On October 19, 2021, the Board of Directors (the “Board”) of FAT Brands Inc. (the “Company”) appointed Amy V. Forrestal and Kenneth J. Anderson as directors of the Company, effective on such date, to fill existing vacancies on the Board. Ms. Forrestal will serve as a Class II director with a term expiring at the Company’s 2022 Annual Meeting of Stockholders, and Mr. Anderson will serve as a Class I director with a term expiring at the Company’s 2024 Annual Meeting of Stockholders. Ms. Forrestal and Mr. Anderson are expected to serve on various committees of the Board but the committee appointments have not yet been determined.

The Company announced the appointment of Ms. Forrestal in its October 20, 2021 press release and the appointment of Mr. Anderson in its October 25, 2021 press release, copies of which are filed herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

Each of Ms. Forrestal and Mr. Anderson will receive standard compensation from the Company for non-employee directors, consisting of annual cash compensation of $80,000 plus $40,000 for service on Board committees, 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.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 19, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Three proposals were submitted to, and approved by, stockholders at the Annual Meeting. The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 9, 2021. Holders of shares of Class A common stock and Class B common stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect the number of votes per share to which each class of common stock was entitled to vote at the Annual Meeting.

(1) Stockholders elected one Class I director to the Company’s Board of Directors to hold office until the 2024 Annual Meeting of Stockholders or until his successor is duly elected and qualified. The votes regarding this proposal were as follows:

Name of Nominee

For

Withheld

Broker Non-Votes

Andrew A. Wiederhorn

1,901,665,284

1,596,007

263,860,228

(2) The proposal on an amendment to the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”) to increase the number of shares of Class A common stock issuable under the Plan was approved. The votes regarding this proposal were as follows:

For				Against				Abstained				Broker Non-Votes
	1,900,122,485				2,779,278				359,394				263,860,362

(3) The proposal to ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2021 was approved. The votes regarding this proposal were as follows:

For				Against				Abstained				Broker Non-Votes
	2,166,573,766				468,591				79,162				0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated October 20, 2021
99.2		Press release, dated October 25, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 25, 2021

	FAT Brands Inc.

	By:	/s/ Kenneth J. Kuick
		Kenneth J. Kuick
		Chief Financial Officer

Exhibit 99.1

FAT Brands Welcomes New Board Member, Amy V. Forrestal

10/20/2021

Forrestal Brings 30+ Years of Restaurant and Retail Advisory Experience to FAT Brands

LOS ANGELES, Oct. 20, 2021 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc. announces the addition of its newest board member, Amy V. Forrestal. Forrestal is a seasoned executive and investment banker with a demonstrated history of successful merger and acquisition advisory and private capital raising for companies in the restaurant and franchise industries. FAT Brands is the first public board position for Forrestal, who for the last 30 years, has worked with franchisors and franchisees on numerous transactions.

Serving as the Managing Director of Brookwood Associates, Forrestal established the company’s Restaurant and Hospitality Group and has spearheaded noteworthy deals for brands such as Beef O’ Brady’s, Fuddruckers, Rita’s Italian Ice, Quiznos, Zoes Kitchen and The Habit Burger Grill. Prior to joining Brookwood, Forrestal was a Managing Director in Banc of America Securities’ Mergers and Acquisitions group. Over her 15 years spent at Banc of America Securities and predecessor organizations including NationsBanc Montgomery Securities, Forrestal advised senior management teams, boards of directors and business owners in a variety of strategic and financial transactions including acquisitions, leveraged buyouts, exclusive sales, divestitures, ESOPs, public equity and debt offerings and private equity and debt placements.

“Amy has a very impressive track record and we’re eager for her to join the team as we continue our rapid acquisition strategy,” said FAT Brands CEO Andy Wiederhorn. “She has a unique vision for how FAT Brands can further strengthen its portfolio and strike new deals. She will undoubtedly be a valuable asset to the board.”

“When I met Andy several years ago, I was fascinated by FAT Brands’ strong, dynamic growth. Working with franchisors over the years, I could see that FAT Brands’ diverse portfolio was set up for success,” said Amy Forrestal. “I look forward to bringing a new perspective to the board and joining FAT Brands on this growth journey.”

For more information on FAT Brands, visit www.fatbrands.com.

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About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets and develops fast casual, casual and polished casual dining restaurant concepts around the world. The Company currently owns 15 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Twin Peaks, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises over 2,100 units worldwide. For more information on FAT Brands, please visit www.fatbrands.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial performance and growth of FAT Brands, and our ability to conduct future accretive and successful acquisitions. Forward-looking statements reflect the Company’s expectations concerning the future and are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict and beyond our control, which could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other factors. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

MEDIA CONTACT:

Erin Mandzik, JConnelly

emandzik@jconnelly.com

862-246-9911

Source: FAT Brands Inc.

Exhibit 99.2

FAT Brands Continues To Expand Board with Addition of Kenneth J. Anderson

Anderson Brings 35+ Years of Financial Expertise to FAT Brands

LOS ANGELES, October 25, 2021 — FAT (Fresh. Authentic. Tasty.) Brands Inc. announces the addition of its newest board member, Kenneth J. Anderson. Anderson has more than 35 years of experience in advising families, corporate executives and business owners, providing financial strategies related to taxes, estate planning, investments, insurance and philanthropy.

Serving as the CEO of the recently launched investment firm, Cedar Tree Capital, Anderson provides strategic planning to his high-net-worth family groups with a focus on public equities and alternative investments. Prior to Cedar Tree Capital, Anderson served as a Director at leading independent wealth management firm, Aspiriant, where he also was a member of the Board of Directors. Anderson was one of the co-founders of Quintile Wealth Management and myCFO, an integrated wealth management firm established in 2002 in Los Angeles, which merged with Kochis Fitz in 2008 to become Aspirant. Prior to Quintile, Ken was a Tax Partner at Arthur Andersen LLP for 20 years. In addition to his decades of professional experience, Anderson is a certified public accountant and an attorney.

“I am thrilled to have him join our board with the unique financial expertise that he brings,” said FAT Brands CEO Andy Wiederhorn. “He has a great understanding of the financial aspect of public companies and as we continue to grow FAT Brands, he will be a key part of our board.”

“Andy is a tremendous, growth-oriented leader who continues to shake up the restaurant space, especially over the last year with the flurry of acquisitions that FAT Brands has made,” said Ken Anderson. “I have served on various private, public and charitable boards; however, having known Andy for some time and witnessing him build the company to 15 restaurant brands, I am particularly excited to join the talented FAT Brands team.”

For more information on FAT Brands, visit www.fatbrands.com.

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About FAT (Fresh. Authentic. Tasty.) Brands

Forward Looking Statements

MEDIA Contact:

Erin Mandzik, JConnelly

emandzik@jconnelly.com

862-246-9911