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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)
February 20, 2025
 

Good Times Restaurants Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-18590   84-1133368

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

651 Corporate Circle, Suite 200, Golden, CO 80401
(Address of principal executive offices including zip code)
 
Registrant’s telephone number, including area code: (303) 384-1400
 
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.):

 

☐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
Common Stock, $0.001 par value   GTIM   Nasdaq Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.07Submission of Matters to a Vote of Security Holders

 

On February 20, 2025, Good Times Restaurants Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). The Company’s shareholders voted on three proposals: (1) to elect five directors of the Company to serve for the next year; (2) to submit an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and (3) to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. These matters are more fully described in the Company’s Proxy Statement for the 2025 Annual Meeting which was filed with the Securities and Exchange Commission on January 6, 2025.

 

The shareholders elected all five director nominees, two years received the most votes as to the frequency of future advisory votes on the compensation of the Company’s named executive officers (NEOs), and the shareholders’ ratified Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. Consistent with the shareholders’ preference expressed in the advisory vote, the Company has chosen two years as the frequency of future advisory votes on the compensation of the Company’s NEOs until the next required vote on the frequency of shareholder votes on the compensation of NEOs.

 

Proposal 1:Election of Directors

 

The Company’s shareholders elected the following five nominees to the Board. Each of the nominees will serve for a one-year term and hold office until the next annual meeting of shareholders unless he or she sooner ceases to hold office. The following table sets forth the vote of the shareholders at the Annual Meeting with respect to the election of directors:

 

   For   Withheld   Broker
Non-Votes		 
Charles E. Jobson   4,869,228    206,097    3,735,865 
Jason S. Maceda   4,393,858    681,467    3,735,865 
Sophia Rivka Rossi   4,396,644    678,681    3,735,865 
Jennifer C. Stetson   4,906,106    169,219    3,735,865 
Ryan M. Zink   4,608,613    466,712    3,735,865 

 

Proposal 2:to submit an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers

 

1 Year   2 Years   3 Years   Abstain   Broker
Non-Votes		 
 2,457,750    2,466,814    127,680    3,081    3,735,865 

 

Proposal 3:To ratify the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025

 

For   Against   Abstain 
 8,702,036    49,128    60,026 

 

Item 8.01Other Events

 

The Company’s Board of Directors elected the Chairman of the Board and Board of Director Committee Members set forth below. Biography information is more fully described the Company’s Proxy Statement for the 2025 Annual Meeting.

 

Charles E. Jobson will serve as Chairman of the Board.

 

Audit Committee  Compensation Committee
Jason S. Maceda, Committee Chairman  Jennifer C. Stetson, Committee Chairman
Charles E. Jobson  Charles E. Jobson
Jennifer C. Stetson   

 

 2 
 

 

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.

 

 

  GOOD TIMES RESTAURANTS INC.
   
Date: February 26, 2025
  Ryan M. Zink
  President and Chief Executive Officer

 

 

3

 

 

 

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Cover
Feb. 20, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 20, 2025
Entity File Number 000-18590
Entity Registrant Name Good Times Restaurants Inc.
Entity Central Index Key 0000825324
Entity Tax Identification Number 84-1133368
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 651 Corporate Circle
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Golden
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80401
City Area Code (303)
Local Phone Number 384-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol GTIM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Information, Former Legal or Registered Name Not applicable
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