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): June 16, 2016

 

 

DAVE & BUSTER’S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

 

 

Delaware
(State of
incorporation)
001-35664
(Commission File
Number)
35-2382255
(IRS Employer
Identification Number)

 

2481 Manana Drive
Dallas TX 75220
(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (214) 357-9588

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act
¨Soliciting material pursuant to Rule 14a-12 of the Exchange Act
¨Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
¨Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

 

 

 

 

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

 

The Annual Meeting of Stockholders of Dave and Buster’s Entertainment, Inc. (the “Company”) was held on June 16, 2016. At the Annual Meeting of Stockholders, the following matters were submitted to the vote of the stockholders, with the results of voting on each such matter as set forth below.

 

Proposal 1

 

Each of the Company’s nominees was elected to hold office as a director until the next Annual Meeting of Stockholders or until his or her successor is elected and qualified, as follows:

 

Name Number of Shares Voted
  For Withheld Broker Non-Vote
Michael J. Griffith 36,899,799 271,251 1,854,812
Jonathan S. Halkyard 36,898,033 273,017 1,854,812
David A. Jones 36,627,239 543,811 1,854,812
Stephen M. King 36,899,645 271,405 1,854,812
Alan J. Lacy 25,677,216 11,493,834 1,854,812
Kevin M. Mailender 24,472,667 12,698,383 1,854,812
Patricia H. Mueller 36,910,965 260,085 1,854,812
Kevin M. Sheehan 36,899,466 271,584 1,854,812
Jennifer Storms 36,909,976 261,074 1,854,812

 

Proposal 2

 

The proposal to ratify the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the year ending January 29, 2017, was approved. The results were as follows:

 

For Against Abstain Broker Non-Vote
39,010,368 12,878 2,616 0

 

Proposal 3

 

The proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation to allow removal of directors with or without cause by vote of a majority of stockholders was approved. The results were as follows:

 

For Against Abstain Broker Non-Vote
38,824,351 32,199 169,312 0

 

The Third Amended and Restated Certificate of Incorporation is filed herewith as Exhibit 3.1.

  

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Proposal 4

 

The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers was approved. The results were as follows:

 

For Against Abstain Broker Non-Vote
36,725,684 324,215 121,151 1,854,812

 

Proposal 5

 

The Company’s stockholders selected “one year” as the frequency for future advisory votes on the compensation of the Company’s executive officers. The results were as follows:

 

One Year Two Years Three Years Abstain Broker Non-Vote
36,062,717 13,966 999,112 95,255 1,854,812

 

In accordance with the voting results on this item, the Company has determined to hold a non-binding, advisory vote on the compensation of executive officers annually, until the next advisory vote on the frequency of stockholder advisory votes on executive compensation.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit  Description
3.1 Third Amended and Restated Certificate of Incorporation of Dave and Buster’s  Entertainment, Inc.

 

 

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.

 

  DAVE & BUSTER’S ENTERTAINMENT, INC.  
     
       
Date:  June 17, 2016 By:   /s/ Jay L. Tobin  
    Jay L. Tobin  
    Senior Vice President, General Counsel  
    and Secretary  

 

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