- Current report filing (8-K)
August 23 2010 - 4:14PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
August 23, 2010
RUBIO’S
RESTAURANTS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
000-26125
|
33-0100303
|
(State
of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1902
Wright Place, Suite 300, Carlsbad, California
|
92008
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's telephone number,
including area code:
(760)
929-8226
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
Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.07 Submission
to a Vote of Security Holders.
(a) On
August 23, 2010, Rubio’s Restaurants, Inc. (the “Company”) held its annual
meeting. The Company filed its definitive proxy statement for the
proposals voted upon at the annual meeting with the Securities and Exchange
Commission on July 21, 2010.
(b) As
of July 19, 2010, the record date for the annual meeting, 10,035,177 shares of
the Company’s common stock were issued and outstanding. A
quorum of 9,185,798 shares of common stock were present or represented at the
annual meeting. The following items of business were voted upon by
stockholders at the annual meeting:
1.
Adoption of
the Agreement and Plan of Merger, dated as of May 9, 2010, as amended by the
Amendment to Agreement and Plan of Merger, dated as of July 18, 2010, among the
Company, MRRC Merger Co., a Delaware corporation, and MRRC Hold Co., a Delaware
corporation. The voting results were as follows:
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
7,694,325
|
369,250
|
2,015
|
1,120,208
|
2.
The following
members of the Board of Directors were elected to hold office until the 2013
annual meeting of stockholders and until their respective successors are elected
and qualified or their earlier resignation, death, or removal. The
voting results were as follows:
|
Total
Votes for
Each
Director
|
Total
Votes Withheld
from
Each Director
|
Daniel
E. Pittard
|
7,973,205
|
92,385
|
Timothy
J. Ryan
|
7,981,208
|
84,382
|
There
were 1,120,208 broker non-votes with respect to each of the
nominees.
3.
Ratification
of the appointment of KPMG LLP as the independent registered public accounting
firm for the fiscal year ending December 26, 2010. The voting results
were as follows:
For
|
Against
|
Abstain
|
9,135,805
|
15,478
|
34,515
|
SIGNATURE
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.
Dated: August
23, 2010
|
RUBIO’S
RESTAURANTS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Frank
Henigman
|
|
|
Frank
Henigman, Senior Vice President and
|
|
|
Chief
Financial Officer
|
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