Luby’s, Inc. announced that based on the preliminary vote count at the company’s 2019 Annual Meeting of Shareholders reviewed by its proxy solicitor, shareholders have supported the election of all nine of the company’s director nominees: Gerald W. Bodzy, Judith B. Craven, M.D., Twila Day, Jill Griffin, Frank Markantonis, Joe C. McKinney, Gasper Mir, III, Christopher J. Pappas and Harris J. Pappas.
Gasper Mir, III, Independent Chairman of Luby’s, says, “We greatly appreciate the candid and valuable perspectives that shareholders provided to us throughout this election and we appreciate the support that we received from shareholders. Our goal as a company and a Board is to be responsive to shareholder feedback and continue these dialogues, particularly as we conduct the previously announced search to add two new independent directors to the Board. We will welcome the input and views of Bandera Partners during our Board refreshment process and will be seeking to engage further with them in the near-term.”
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Christopher J. Pappas, CEO of Luby’s, says, “With this annual election now completed, our full focus returns to executing our turnaround plan for the business and ensuring that we have our right board composition to oversee our strategy. Our goal is to create value for all shareholders, and we will be working tirelessly to achieve this by improving our operating results and helping Luby’s reach its full potential.”
The preliminary voting results also indicate that at the Annual Meeting shareholders approved the non-binding advisory vote to approve the company’s executive compensation and the ratification of the appointment of the company’s independent registered public accounting firm. According to the preliminary voting results, shareholders did not approve the proposal to approve an amendment to the company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement for shareholders to remove directors. In order to be approved, this proposal required the affirmative vote of the holders of at least 80% of the voting power of the outstanding shares.
The company intends to file the voting results, as tabulated by the Company’s independent Inspector of Elections, on a Form 8-K with the Securities and Exchange Commission.
Luby’s is represented by Sidley Austin LLP.