Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Muscle Maker, Inc. (trading symbol: GRIL), held on December 22, 2022. The company is incorporated in Nevada and is classified as an emerging growth company. The filing details the results of shareholder votes regarding board elections and the ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
The filing details the outcomes of two proposals voted upon by shareholders:
- Shareholder Participation: Of 28,849,127 shares outstanding on the record date (November 14, 2022), 17,360,049 shares were represented at the meeting, constituting a quorum.
- Proposal 1: Election of Directors. Seven directors were elected to the board. All nominees received significant support with minimal votes withheld:
- Kevin Mohan: 9,396,780 For / 128,557 Withheld
- A.B. Southall III: 9,400,086 For / 125,251 Withheld
- Paul L. Menchik: 8,746,968 For / 778,369 Withheld
- Jeff Carl: 9,397,020 For / 128,317 Withheld
- Stephen A. Spanos: 9,401,892 For / 123,445 Withheld
- Major General (ret) Malcom Frost: 9,408,965 For / 116,372 Withheld
- Philip Balatsos: 9,399,737 For / 125,600 Withheld
- Proposal 2: Ratification of Auditors. Shareholders ratified the appointment of Paris Kreit & Chiu CPA LLP as the independent registered public accounting firm for the year ending December 31, 2022.
- For: 17,078,163
- Against: 103,419
- Abstain: 178,467
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a report of the voting results from the Annual Meeting.
Important Facts for Investors to Verify
- Verify the company's current financial health and operational status through its most recent 10-K or 10-Q filings, as this 8-K contains no financial data.
- Confirm the composition of the newly elected Board of Directors and their backgrounds.
- Note the significant number of votes withheld for director Paul L. Menchik (778,369) compared to other nominees, which may indicate specific shareholder concerns.
- Review the Proxy Statement referenced in the filing for detailed biographies of directors and further context on the auditor ratification.