SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 13, 2021
Carrols Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
| 968 James Street |
|Syracuse,|| New York||13203|
| (Address of principal executive office)||(Zip Code)|
|Registrant’s telephone number, including area code:||(315)|| 424-0513|
|(Former name or former address, if changed since last report.)|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $.01 per share||TAST||The NASDAQ Global Market|
Check the appropriate box below if the Form 8-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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective July 13, 2021, Burger King Corporation ("BKC") and Blue Holdco 1, LLC (collectively, the "BKC Stockholders") appointed Thomas B. Curtis, the Chief Operating Officer of BKC, Americas, to the Board of Directors (the "Board") of Carrols Restaurant Group, Inc. (the "Company") as a Class B director to fill the vacancy created by the resignation of Christopher Finazzo on July 6, 2021. Mr. Curtis was appointed pursuant to the BKC Stockholders' right to elect two Class B directors to the Board as set forth in the Certificate of Designation of the Series B Convertible Preferred Stock, as amended. Other than Mr. Curtis' role as an executive officer of the business of the BKC Stockholders, which collectively own all of the outstanding shares of Series B Preferred Stock which is convertible into approximately 15.5% of the Company’s outstanding common stock as of the date hereof (after giving effect to the conversion and excluding shares of common stock held in treasury), Mr. Curtis does not have any other relationships with the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
Mr. Curtis joined BKC, Americas leadership team as Chief Operating Officer effective as of May 2021, where he is responsible for overseeing field operations, restaurant development and restaurant operations. Prior to joining BKC, Mr. Curtis spent 35-years at Domino’s Pizza, Inc., where he most recently served as Executive Vice President, U.S. Operations and Global Operations Support, overseeing both franchise and company-owned operations from March 2020 to April 2021. Prior to that, he served as Executive Vice President, Corporate Operations from July 2018 to March 2020, and as Vice President of Franchise Relations and Operations Innovation from March 2017 to July 2018. Mr. Curtis joined Domino’s in 2006, after being a Domino’s franchisee since 1987.
Mr. Curtis brings to the Board significant knowledge and experience with respect to restaurant companies gained in connection with his employment as an executive officer of BKC and Domino’s.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
|104||Cover Page Interactive Data File (formatted as Inline XBRL)|
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.
Date: July 15, 2021
CARROLS RESTAURANT GROUP, INC.
|By:||/s/ Jared L. Landaw|
|Name:||Jared L. Landaw|
|Title:||Vice President, General Counsel and Secretary|