lub20150126_8k.htm

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):  January 23, 2015

 

LUBY'S, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of incorporation)

 

1-8308

74-1335253

(Commission File Number) (I.R.S. Employer Identification No.)
   

13111 Northwest Freeway, Suite 600

 
Houston, Texas 77040
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (713) 329-6800

 

 

 

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 1.01.

Entry into a Material Definitive Agreement.

 

Grants of Incentive Stock Options and Restricted Stock Units for Executive Officers

 

On January 23, 2015, pursuant to the Luby’s Incentive Stock Plan, the Board of Directors (the "Board") of Luby’s, Inc. (the "Company") approved grants of options to purchase the Company’s common stock for the following executive officers: Christopher J. Pappas, the Company’s Chief Executive Officer (122,951 options), Peter Tropoli, the Company’s Chief Operating Officer (109,290 options) and K. Scott Gray, the Company’s Senior Vice President and Chief Financial Officer (95,628 options). The exercise price of the stock options is the closing market price on the date of the grant, $4.49, and the options vest over three years: 50% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 25% on the third anniversary of the grant date. Vested options must be exercised within 10 years of grant.

 

The Board also approved grants of the Company’s common stock in the form of restricted stock units to Mr. Pappas and Mr. Tropoli. Mr. Pappas and Mr. Tropoli each received 7,500 shares of restricted stock units. The restricted stock units fully vest and become unrestricted on January 23, 2018. The restricted stock is valued at the closing price of the Company’s Common Stock of $4.49 per share on January 23, 2015.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

The information contained in Item 1.01 above is incorporated by reference into this Item 5.02.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the annual meeting of the shareholders of the Company held on January 23, 2015, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below.

 

The following nominees for directors were elected to serve one-year terms expiring at the 2016 annual meeting of shareholders:

 

Nominee

 

For

   

Against

   

Abstentions

   

Broker Non-votes

 

Judith Craven, M.D., M.P.H.

  16,674,729     925,419       8,548     8,905,084  

Arthur Emerson

  16,751,679     847,779       9,238     8,905,084  

Jill Griffin

  16,811,812     783,199     13,685     8,905,084  

J.S.B. Jenkins

  16,704,074     895,628       8,994     8,905,084  

Frank Markantonis

  16,712,326     886,382       9,988     8,905,084  

Joe McKinney

  16,885,688     714,428       8,580     8,905,084  

Gasper Mir, III

  16,764,191     835,550       8,955     8,905,084  

Christopher J. Pappas

  16,746,767     855,757       6,172     8,905,084  

Harris J. Pappas

  16,734,888     866,687       7,121     8,905,084  

Peter Tropoli

  16,804,657     796,332       7,707     8,905,084  

 

 

The appointment of Grant Thornton LLP as independent public accounting firm for the Company for the 2015 fiscal year was ratified:

 

 

For

   

Against

   

Abstentions

   

Broker Non-votes

 
  25,594,950     394,251     524,579      

 

 

The advisory vote on the compensation of the Company’s named Executive Officers was approved:

 

 

For

   

Against

   

Abstentions

   

Broker Non-votes

 
  16,856,537     673,445     78,714     8,905,084  

 

 
 

 

  

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit 10.1

Form of Incentive Stock Option Award Agreement

   

Exhibit 10.2

Form of Restricted Stock Unit Agreement

 

 
 

 

 

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.

 

Date: January 27, 2015      

 

LUBY'S, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Christopher J. Pappas 

 

 

 

Christopher J. Pappas

 

 

 

President and Chief Executive Officer

 

 

 
 

 

 

EXHIBIT INDEX

 

Exhibit No.  Description
   

Exhibit 10.1

Form of Incentive Stock Option Award Agreement

   

Exhibit 10.2

Form of Restricted Stock Unit Agreement