In a recent filing with the Securities and Exchange Commission, BT Brands, Inc. (NASDAQ:BTBD), a micro-cap restaurant operator with a market value of $9.63 million, disclosed the results of its annual shareholder meeting held on December 6, 2024. According to InvestingPro analysis, the company currently maintains a FAIR financial health score, though it faces profitability challenges in the current market environment.
The meeting saw the election of directors, approval of a significant amendment to the company's Articles of Incorporation, and ratification of the company's independent public accounting firm, among other agenda items.
The shareholders elected Gary Copperud, Kenneth Brimmer, Allan Anderson, Terri Tochihara-Dirks, and Fred Croci to the board. Kenneth Brimmer, who also serves as the company's Chief Financial Officer, was re-elected as the Chairperson of the Board. The election results indicated a strong backing for the nominees, with each receiving substantial support against minimal opposition and abstentions.
A key decision at the meeting was the approval of an amendment to the Articles of Incorporation, which authorizes an increase in the number of common stock shares from 50 million to 150 million. The proposal received overwhelming support, with 4,850,613 votes in favor and only 111,924 against.
This development comes as BT Brands' stock trades at $1.60, having experienced a challenging year with a -37.2% year-to-date return. InvestingPro subscribers can access detailed analysis of the company's valuation metrics and growth potential, along with additional exclusive insights.
Additionally, the appointment of Boulay, PLLP as BT Brands' independent registered public accounting firm for the fiscal year ended December 31, 2023, was ratified with a significant majority. The firm received 4,923,023 votes for, 7,335 against, and 32,179 abstentions.
The meeting also included a non-binding advisory vote on the 2023 compensation paid to the company's named executive officers. While the proposal received support, it did so with a narrower margin: 1,893,019 votes for, 961,047 against, and 2,127 abstentions.
Lastly, shareholders voted on the frequency of future non-binding advisory votes on executive compensation. The majority favored annual votes, with 1,760,026 supporting the one-year option, compared to 9,511 for two years, 125,990 for three years, and 82,126 abstentions.
In other recent news, BT Brands reported a slight increase in Q2 revenue, rising by 2.7% to $4.1 million compared to the same period last year, despite a net loss of $69,952. The company's restaurant-level adjusted EBITDA, however, declined to $437,000 from $632,000 in Q2 of 2023. BT Brands also announced the acquisition of Schnitzel Haus, an upscale German restaurant in Florida, seeing this as an opportunity for business growth.
In terms of governance changes, Steven W. Schussler resigned from BT Brands' board of directors and audit committee, with his unvested options under the 2019 Incentive Plan becoming fully vested as of his resignation date.
Fred Croci was appointed to fill the vacancy on the board of directors and also joined the audit and compensation committees. Upon his appointment, Croci received options to purchase 5,000 shares of BT Brands common stock, fully vested upon grant.
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