Shareholder Vote

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) September 12, 2023   NATHAN’S FAMOUS, INC. (Exact name of registrant as specified in its charter)   Delaware 1-35962 11-3166443 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)   One Jericho Plaza , Jericho , New York 11753 (Address of Principal Executive Offices) (Zip Code)   Registrant’s Telephone Number, Including Area Code: ( 516 ) 338-8500   N/A (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 NATH 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 5.07 Submission of Matters to a Vote of Security Holders.   On September 12, 2023, Nathan's Famous, Inc. (the " Company ") held its annual meeting of stockholders (the " Annual Meeting "). At the Annual Meeting, stockholders of the Company voted on the matters set forth below.   1.        The proposal to elect ten directors was approved based upon the following vote:   Name   For   Withheld   Broker Non-Votes Robert J. Eide   2,705,655   326,150   389,959 Eric Gatoff   3,017,478   14,327   389,959 Brian S. Genson   2,775,598   256,207   389,959 Barry Leistner   2,810,601   221,204   389,959 Andrew Levine   2,948,900   82,905   389,959 Howard M. Lorber   2,353,559   678,246   389,959 Wayne Norbitz   3,014,757   17,048   389,959 A.F. Petrocelli   2,446,338   585,467   389,959 Joanne Podell   3,027,705   4,100   389,959 Charles Raich   2,900,923   130,882   389,959   2.       The proposal to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation” was approved based on the following vote:   For   Against   Abstain   Broker Non-Votes 2,302,946   709,108   19,749   389,961   3.        The proposal to select, on an advisory basis, the frequency of the advisory stockholder vote on the compensation of the Company’s Named Executive Officers received the following votes:   One Year   Two Years   Three Years   Abstain   Broker Non-Votes 861,957   9,976   2,116,588   43,312   389,931   Based on the results of the stockholder advisory vote, the Company has determined, consistent with the recommendation of the Company’s Board of Directors stated in the Proxy Statement for the Annual Meeting, that it will hold a stockholder advisory vote on the compensation of the Company’s Named Executive Officers every three years.   4.        The proposal to ratify the appointment of Marcum LLP as the Company’s auditors for fiscal year 2024 was approved based on the following vote: For   Against   Abstain   Broker Non-Votes 3,410,960   8,842   1,932   30   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits   104    Cover Page Interactive Data File (formatted as Inline XBRL)     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.   Dated: September 13, 2023 NATHAN’S FAMOUS, INC.           By: /s/ Robert Steinberg     Name: Robert Steinberg     Title: Vice President Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Accounting Officer)