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:  August 6, 2014

 

RCI Hospitality Holdings, Inc.

(Exact Name of Registrant As Specified in Its Charter)

 

Texas   001-13992   76-0037324
(State Or Other Jurisdiction of Incorporation)   (Commission File Number)    (IRS Employer Identification No.)

  

10959 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

 

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

 

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

 

On August 6, 2014, we held our Annual Meeting of Stockholders of Rick's Cabaret International, Inc. at 15000 Airport Freeway, Fort Worth, Texas 76155 (at Rick’s DFW), for the following purposes:

 

(1) To elect six directors, including Eric S. Langan, Travis Reese, Robert L. Watters, Steven L. Jenkins, Luke Lirot and Nour-Dean Anakar;

 

(2) To amend our certificate of formation to change our name to RCI Hospitality Holdings, Inc.;

 

(3) To ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2014;

 

(4) To approve a non-binding advisory resolution on executive compensation; and

 

(5) To transact such other business as may properly come before the meeting.

 

Based on the votes received in person and by proxy, all of the above named director nominees were elected, the name change was approved, the appointment of Whitley Penn LLP was ratified and the non-binding advisory resolution was approved.  There were no other matters presented for action at the Annual Meeting. The exact results of the stockholder vote are as follows:

 

Total Shares of Common Stock Outstanding    
as of the Record Date, May 2, 2013:   10,037,057 
      

 

Total Voting Shares Present Either by Proxy    
or in Person of Common Stock:   8,443,843 
      

 

Item 1: Election of Directors

 

    FOR     WITHHELD  
Eric S. Langan     2,481,925       1,242,500  
Robert L. Watters     2,156,255       1,568,170  
Steven L. Jenkins     3,053,887       670,538  
Nour-Dean Anakar     3,407,308       317,117  
Travis Reese     2,462,092       1,262,333  
Luke Lirot     3,404,412       320,013  

 

Additionally, there was a total of 4,719,418 broker non-votes for the election of directors.

 

 

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Item 2:  Approval of amendment to certificate of formation to change name to RCI Hospitality Holdings, Inc.

 

Votes for:   8,088,991 
Votes against:   315,276 
Votes abstained:   39,576 

 

Item 3: Ratification of appointment of Whitley Penn LLP as independent registered public accounting firm for fiscal year ending September 30, 2014

 

Votes for:   8,267,351 
Votes against:   134,181 
Votes abstained:   42,311 

 

Item 4:  Approval of a non-binding advisory resolution on executive compensation

 

Votes for:   3,512,522 
Votes against:   109,599 
Votes abstained:   102,304 

 

Additionally, there was a total of 4,719,418 broker non-votes for approval of the non-binding advisory resolution on executive compensation.

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit Number   Description
     
3.1    Certificate of Amendment to Certificate of Formation

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RCI Hospitality Holdings, INC.
     
Date:  August 12, 2014 By: /s/  Eric Langan
    Eric Langan
    President and Chief Executive Officer

 

 

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