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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 7, 2017
NOBLE ROMAN’S, INC.
(Exact
name of Registrant as specified in its charter)
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Indiana
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0-11104
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35-1281154
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(State or other
jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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One
Virginia Avenue, Suite 300
Indianapolis,
Indiana
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46204
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(Address of
principal executive offices)
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(Zip
Code)
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(317) 634-3377
(Company's
telephone number, including area code)
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:
[ ]
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 5.07
Submission
of Matters to a Vote of Security Holders.
Noble
Roman’s, Inc. (the “Registrant”) held its 2017
Annual Meeting of Shareholders on July 7, 2017 (the “Annual
Meeting”). As of the record date for the Annual Meeting,
April 28, 2017, there were 20,783,032 shares of the
Registrant’s Common Stock outstanding and entitled to vote on
the matters presented at the Annual Meeting. Holders of 14,637,183
shares of the Registrant’s Common Stock, or 70.4% of the
outstanding shares entitled to vote at the Annual Meeting, were
represented at the Annual Meeting in person or by proxy, which
constituted a quorum.
At the
Annual Meeting, the Registrant’s shareholders: (1) elected
two Class I directors to the Board of Directors with a term
expiring in 2020 and (2) ratified the appointment of the
independent registered public accounting firm, Somerset CPAs, P.C.,
as the Registrant’s registered independent accounting firm
for the year ending December 31, 2017.
The
matters acted upon at the Annual Meeting, and the vote tabulation
for each matter is as follows:
1.
Election of one
Class I directors:
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Class I Director
Nominees
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Votes
For
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Votes
Withheld
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Abstentions
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Broker
Non-Votes
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Douglas
Coape-Arnold
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5,943,516
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970,757
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7,722,910
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Marcel
Herbst
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6,347,850
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576,423
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7,717,910
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Mr.
Coape-Arnold and Mr. Herbst received the affirmative vote of the
holders of a plurality of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on
the matters presented at the Annual Meeting, and therefore, they
were elected as Class I Directors to serve until 2020.
2.
Ratification of Somerset CPAs, P.C. as the Registrant’s
independent registered public accounting firm for the year ending
December 31, 2017:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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11,373,445
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53,971
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1,773,012
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0
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Somerset
CPAs, P.C. received the affirmative vote of holders of the majority
of the shares represented in person or by proxy and entitled to
vote on the matters presented at the Annual Meeting, and therefore,
their appointment as the Registrant’s registered independent
accounting firm for the year ending December 31, 2017 was
ratified.
* *
*
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.
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NOBLE
ROMAN’S, INC.
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Dated:
July 11, 2017 |
By:
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/s/
Paul W.
Mobley
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Paul W.
Mobley |
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Executive Chairman
and Chief Financial
Officer
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