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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 12, 2022
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 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.
Effective
July 12, 2022, the Board of Directors (the “Board”) of FAT Brands Inc. (the “Company”) appointed Lynne L. Collier
as an independent director of the Company to fill a vacancy on the Board. Ms. Collier will serve as a Class
III director with a term expiring at the Company’s 2023 Annual Meeting of Stockholders. Ms. Collier is expected to serve on one
or more committees of the Board, but the committee appointments have not yet been determined. Ms. Collier 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.
The
Board also elevated James C. Neuhauser, formerly an independent director on the Board, to the position of Executive Chairman of
the Board, and appointed Edward H. Rensi as Vice Chairman of the Board. As Executive Chairman, Mr. Neuhauser will receive compensation
consisting of annual salary of $550,000 and a discretionary annual bonus payable in cash and/or equity with an annual target of 100%-300%
of base salary. Mr. Neuhauser will also receive an award of 100,000 shares of restricted Class A
common stock, vesting over a three-year period.
Item
7.01 Regulation FD Disclosure
The
Company issued a press release on July 13, 2022 announcing the matters discussed above, a copy of which is attached hereto as Exhibit
99.1 and incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The information
in the attached press release is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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 18, 2022
| |
FAT
Brands Inc. |
| |
|
|
| |
By:
|
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Chief
Financial Officer |
Exhibit
99.1
FAT
Brands Names James C. Neuhauser as Executive Chairman of the Board and Appoints Lynne L. Collier as New Independent Director
7/13/2022
LOS
ANGELES, July 13, 2022 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc . announces the elevation of James C. Neuhauser
as Executive Chairman of the Board of Directors. Mr. Neuhauser has been an independent director on the FAT Brands Board since its inception
in 2017. Mr. Neuhauser, a veteran financial executive with over 30 years of experience in financial and strategic planning and investment
banking, will oversee FAT Brands’ accounting and legal departments and focus on the Company’s public traded equities and
relationship with investors.
Mr.
Neuhauser was formerly a Senior Managing Director in the Private Capital Markets Group of Stifel Nicolas & Company, and before that
he served as Chief Investment Officer of FBR & Co., where he was an early member of the firm and had spent 25 years in various roles.
Edward
H. Rensi, Chairman of the Board, will transition to Vice Chairman of the Board of Directors. Mr. Rensi, former President and CEO of McDonald’s
USA, has been on the FAT Brands Board since its inception and will continue to provide strategic counsel to the global restaurant franchising
company.
A
new addition to the board is Lynne L. Collier. Ms. Collier will serve as an independent director and brings nearly 30 years of experience
in public capital markets, with a focus on the restaurant industry. Most recently, Ms. Collier served as a Managing Director in the Investor
Relations Division at ICR Inc. Prior to that, Ms. Collier had a 25-year career in equity research as a sell-side Consumer Analyst including
for Loop Capital and Canaccord Genuity.
“Jim
and Ed have been tremendous assets to FAT Brands over the last five years as we have reached a whole new level of scale,” said
Andy Wiederhorn, CEO of FAT Brands. “I look forward to tapping further into Jim’s deep expertise in the public equity markets.
I’m also pleased to welcome Lynne who brings a new skillset to our Board as an experienced restaurant analyst.”
For
more information on FAT Brands, visit www.fatbrands.com.
About
FAT (Fresh. Authentic. Tasty.) Brands
FAT
Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service,
casual dining, and polished casual dining concepts around the world. The Company currently owns 17 restaurant brands: Round Table Pizza,
Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Hot Dog on a Stick, Buffalo’s
Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa
and Bonanza Steakhouses, and franchises and owns over 2,300 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. Forward-looking
statements reflect expectations of FAT Brands Inc. (“we”, “our” or the “Company”) concerning the
future and are subject to significant business, economic and competitive risks, uncertainties and contingencies, including but not limited
to uncertainties surrounding the severity, duration and effects of the COVID-19 pandemic. These factors are difficult to predict and
beyond our control, and 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 statement
to reflect events or circumstances occurring after the date of this press release.
MEDIA
CONTACT:
Erin
Mandzik, FAT Brands
emandzik@fatbrands.com
860-212-6509
Source:
FAT Brands Inc.