Chuy's Holdings Inc.

10/10/2024 | Press release | Distributed by Public on 10/10/2024 14:30

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting (the "Special Meeting") of the stockholders of Chuy's Holdings, Inc., a Delaware corporation (the "Company"), was held at 9:00 a.m. Central Time, on October 10, 2024, to consider and vote upon the proposals described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on September 5, 2024 as supplemented on September 30, 2024 (as supplemented, the "Proxy Statement"). As disclosed in the Proxy Statement, as of the close of business on August 30, 2024, the record date for the Special Meeting, there were 17,232,538 shares of the Company's common stock, par value $0.01 per share, outstanding and entitled to vote at the Special Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting, each of which is described in detail in the Proxy Statement, are as follows:
Proposal No. 1: Merger Proposal. The proposal to adopt the Agreement and Plan of Merger, dated as of July 17, 2024 (the "Merger Agreement"), by and among the Company, Darden Restaurants, Inc. ("Darden"), and Cheetah Merger Sub Inc., pursuant to which the Company would be acquired by way of a merger and become an indirect, wholly-owned subsidiary of Darden (the "Merger"), was approved. The results of the vote were as follows:
Votes For
 		Votes Against Abstentions Broker Non-Votes
15,055,082 5,279 25,500 0
Proposal No. 2: Advisory Compensation Proposal. The proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger, was approved. The results of the vote were as follows:
Votes For
 		Votes Against Abstentions Broker Non-Votes
14,674,462 395,909 15,490 0
Proposal No. 3: Adjournment Proposal. The proposal to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was approved. The results of the vote were as follows:
Votes For
 		Votes Against Abstentions Broker Non-Votes
13,962,112 1,096,853 26,896 0
Although Proposal 3 was approved, adjournment of the Special Meeting was not necessary or appropriate because the Company's stockholders approved Proposal No. 1 to adopt the Merger Agreement.