lub20160209_8k.htm



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)


1-8308
(Commission File Number)


74-1335253
(I.R.S. Employer Identification No.)

   

13111 Northwest Freeway, Suite 600
Houston, Texas
(Address of principal executive offices)


77040

(Zip Code)


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.