Notice of Internet Availability

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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¨ Soliciting Material Pursuant to Section 240.14a-12

CARROLS RESTAURANT GROUP, INC.

 

 

(Name of Registrant as Specified in its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

 

   

 

CARROLS RESTAURANT GROUP, INC.

   

 

Meeting Information

   
       

 

  Meeting Type:         Annual Meeting

   
       

 

  For holders as of:    April 19, 2011

   
       

 

  Date:    June 9, 2011     Time:  9:00 AM EDT

   
       

 

  Location:  Crowne Plaza Hotel Syracuse

   
       

  701 East Genesee Street

   
   

 

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CARROLS RESTAURANT GROUP, INC.

ATTN: PAUL R. FLANDERS, VP/CFO

968 JAMES STREET

SYRACUSE, NY 13203

   

  Syracuse, New York 13210

 

   
         

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You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

        See the reverse side of this notice to obtain proxy materials and voting instructions.
       


   

Before You Vote

How to Access the Proxy Materials

  
   

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT            10-K WRAP

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow ¨ LOGO (located on the following page) and visit: www.proxyvote.com.

 

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How To Vote

Please Choose One of the Following Voting Methods

 

  

 

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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

        
   

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ¨ LOGOavailable and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

        
              


      Voting Items                            
 

The Annual Meeting of Stockholders will be held on

             
 

Thursday, June 9, 2011 at 9:00 a.m. EDT at the Crowne Plaza Hotel Syracuse, 701 East Genesee Street, Syracuse, NY 13210 for the following purposes:

 

The Board of Directors recommends that you vote “FOR” items 1, 2, 3 and 5.

           
 

 

1.  

 

 

To elect as Class II Directors of Carrols Restaurant Group, Inc., the nominees below:

 

Nominees:

 

01)    Joel M. Handel

02)    Clayton E. Wilhite

           
  2.   To (i) adopt an amendment to the Carrols Restaurant Group, Inc. 2006 Stock Incentive Plan as amended, and (ii) approve the Carrols Restaurant Group, Inc. 2006 Stock Incentive Plan as amended, for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended.
  3.   To adopt, on an advisory basis, a resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation”.
 

 

The Board of Directors recommends you vote 3 YEARS on the following proposal 4:

        
 

4.

  To select, on an advisory basis, the frequency of the advisory stockholder vote on the compensation of the Company’s Named Executive Officers.
 

5.

  To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Carrols Restaurant Group, Inc. for the 2011 fiscal year.
 

 

6.

 

 

In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof.

 

 

These items of business are more fully described in the Proxy Statement. Only stockholders of record on April 19, 2011 may vote at the meeting or any adjournment thereof. To vote by Internet, go to www.proxyvote.com.

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