J. Alexanders 8K Submission of Matters to a Vote of Security Holders

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): June 30, 2020 (June 25, 2020)

J. Alexander’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

Tennessee

001-37473

47-1608715

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, TN 37202

(Address of Principal Executive Offices) (Zip Code)

(615)269-1900

Registrant’s telephone number, including area code

Not applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form8-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 toRule 14a-12 under the Exchange Act (17CFR 240.14a-12)

☐

Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of exchange

on which registered

Common Stock, par value $0.001 per share

JAX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) orRule 12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 25, 2020, J. Alexander’s Holdings, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 27, 2020, the record date for the Annual Meeting, there were 15,011,676 shares of common stock outstanding. A quorum of 13,487,962 shares of common stock was present or represented by proxy at the Annual Meeting.

The matters submitted to a vote of shareholders at the Annual Meeting and a final tabulation of the voting results with respect to each matter, as certified by the inspector of election, are as follows:

(1)

The shareholders elected three persons nominated by the Board of Directors for three-year terms as Class II directors by a plurality of votes cast, as set forth below:


	For		Withheld
Carl J. Grassi		10,533,665		210,947
Frank R. Martire		5,714,671		5,029,941
Raymond R. Quirk		6,948,475		3,796,137

There were 2,743,350 brokernon-votes for each nominee.

(2)

The shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020 by a majority of votes cast, as set forth below:


For	Against	Abstain
13,465,162	20,158	2,642

There were no brokernon-votes on this proposal.

(3)

The shareholders did not approve an amendment to the Company’s Amended and Restated Charter, as amended, to implement a majority voting standard for uncontested director elections as the number of votes cast for the amendment did not meet the required threshold of 66 2/3% of the voting power of the shares entitled to vote at the Annual Meeting. The results of the vote are set forth below:


For	Against	Abstain
9,103,599	1,637,811	3,202

There were 2,743,350 brokernon-votes on this proposal.

SIGNATURE

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.


	J. Alexander’s Holdings, Inc.

Date: June 30, 2020	By:	/s/Jessica L. Hagler
		Jessica L. Hagler
		Vice President, Chief Financial Officer, Treasurer and Secretary

J. Alexanders (JAX) 8-KSubmission of Matters to a Vote of Security Holders