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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 BT Brands, Inc. 8-K:5 2/16/24 12:188K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 7: R1 Cover HTML 53K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- btbd_8k_htm XML 21K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.CAL XBRL Calculations -- btbd-20240216_cal XML 7K 6: EX-101.DEF XBRL Definitions -- btbd-20240216_def XML 16K 3: EX-101.LAB XBRL Labels -- btbd-20240216_lab XML 51K 5: EX-101.PRE XBRL Presentations -- btbd-20240216_pre XML 37K 2: EX-101.SCH XBRL Schema -- btbd-20240216 XSD 20K 10: JSON XBRL Instance as JSON Data -- MetaLinks 14± 20K 11: ZIP XBRL Zipped Folder -- 0001477932-24-000843-xbrl Zip 21K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i February 16, 2024
i BT BRANDS, INC. |
(Exact name of registrant as specified in its charter) |
i Wyoming |
|
| i 91-1495764 | |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
i 405 West Main Avenue, i Suite 2D, i West Fargo, i ND |
| i 58078 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: ( i 307) i 223-1663
(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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
i ☐ | 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 |
i Common Stock |
| i BTBD |
| i Nasdaq Capital Market |
i Warrants |
| i BTBDW |
| i Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☒
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. i ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 16, 2024, the Company held the Annual Meeting of shareholders for the 2023 fiscal year. As of January 3, 2024, the record date for the Annual Meeting, 6,461,118 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 6,000,666 shares of common stock were present in person or represented by proxy, constituting a quorum. The results of the voting are summarized below.
Proposal 1: Election of Directors
The following nominees were elected to serve for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:
|
| For |
|
| Against |
|
| Abstain |
|
| Broker Non- Vote |
| ||||
|
| 3,540,658 |
|
|
| 21,794 |
|
|
| 422 |
|
|
| 2,437,792 |
| |
Kenneth Brimmer |
|
| 3,540,509 |
|
|
| 21,943 |
|
|
| 422 |
|
|
| 2,437,792 |
|
Allan Anderson 1 |
|
| 3,516,999 |
|
|
| 45,453 |
|
|
| 422 |
|
|
| 2,437,792 |
|
Terri Tochihara-Dirks 1,2 |
|
| 3,540,657 |
|
|
| 21,795 |
|
|
| 422 |
|
|
| 2,437,792 |
|
Steven W. Schussler 1,2 |
|
| 3,538,629 |
|
|
| 23,823 |
|
|
| 422 |
|
|
| 2,437,792 |
|
* Chairperson of the Board of Directors.
(1) Current member of the Audit Committee with Mr. Anderson as Chairperson.
(2) Current member of the Compensation Committee with Ms. Tochihara-Dirks as Chairperson.
Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm
The appointment of Boulay, PLLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 was ratified. The final voting results are as follows:
For | Against | Abstain |
6,000,554 | 98 | 14 |
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.
| BT BRANDS, INC. |
| |
|
|
|
|
Dated: February 21, 2024 | By: | /s/ Gary Copperud |
|
|
|
| |
|
| Chief Executive Officer |
|
3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/21/24 | |||
| For Period end: | 2/16/24 | DEF 14A | ||
| 1/3/24 | ||||
| 12/31/23 | ||||
| List all Filings | ||||