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Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): May 9, 2023


Franchise Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware 001-35588 27-3561876

(State or Other Jurisdiction

of Incorporation)


File Number)

(IRS Employer

Identification No.)


109 Innovation Court, Suite J

Delaware, Ohio 43015

(Address of Principal Executive Offices) (ZIP Code)


(740) 363-2222

(Registrant’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 (see General Instruction A.2. below):


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 Exchange Act:


Title of each class



Name of each exchange

on which registered

Common Stock, $0.01 par value FRG NASDAQ Global Market
7.50% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25.00 per share FRGAP NASDAQ Global 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


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 5.07. Submission of Matters to a Vote of Security Holders.


(a) The 2023 annual meeting of stockholders of Franchise Group, Inc. (the "Company") was held on May 9, 2023 (the “Annual Meeting”).
(b) A quorum was present for the Annual Meeting, and the voting results of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.


  1) Each of the following nominees for director was elected by the holders of the Company’s outstanding common stock to serve until the next annual meeting of stockholders or until a respective successor is elected and qualified:


Director Name Votes For Votes Withheld Broker Non-Votes
Matthew Avril 22,519,328 1,619,919 3,873,308
Cynthia Dubin 22,548,169 1,591,078 3,873,308
Lisa M. Fairfax 22,506,010 1,633,237 3,873,308
Thomas Herskovits 23,835,192 304,055 3,873,308
Brian R. Kahn 24,001,979 137,268 3,873,308
Gary S. Rich 23,823,009 316,238 3,873,308
Nanhi Singh 23,330,612 808,635 3,873,308


  2) The proposal for the approval, in an advisory and non-binding vote, of the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved as follows:


Votes For Votes Against Abstentions Broker Non-Votes
23,793,063 286,025 60,159 3,873,308


  3) The proposal for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023 was approved as follows:


Votes For Votes Against Abstentions Broker Non-Votes
27,991,903 12,527 8,125 0







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: May 12, 2023 By: /s/ Eric Seeton
  Eric Seeton
  Chief Financial Officer