8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 22, 2018

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Bravo Brio Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

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Ohio	001-34920	34-1566328
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

777 Goodale Boulevard, Suite 100, Columbus, Ohio	43212
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 614-326-7944

Not Applicable

Former name or former address, if changed since last report

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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 (17 CFR 240.13e-4(c))

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) or Rule 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.

At a special meeting of the shareholders of Bravo Brio Restaurant Group, Inc. (the “Company”), held on May 22, 2018, the shareholders voted to approve the proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 7, 2018 (the “Merger Agreement”), by and among the Company, Bugatti Parent, Inc. and Bugatti Merger Sub, Inc., and the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Company’s named executive officers in connection with the consummation of the merger contemplated by the Merger Agreement.

As of the close of business on April 18, 2018, the record date for the special meeting, there were 15,295,015 common shares outstanding and entitled to vote at the special meeting. Each common share was entitled to one vote. The holders of 10,744,018 common shares were present at the special meeting, either in person or represented by proxy, constituting a quorum. Each of the proposals is described in detail in the Company’s definitive proxy statement, dated April 18, 2018, which was filed with the U.S. Securities and Exchange Commission on April 18, 2018, and first mailed to the Company’s shareholders on or about April 20, 2018. Set forth below are the final voting results of each of the proposals.

Proposal 1. Approval and adoption of the Merger Agreement.

For	Against	Abstain
9,291,345	1,427,624	25,049

There were no broker non-votes with respect to this proposal.

Proposal 2. Non-binding advisory vote to approve merger-related compensation to our named executive officers.

For	Against	Abstain
8,380,303	1,774,261	589,454

There were no broker non-votes with respect to this proposal.

Since there were sufficient votes represented at the special meeting to approve the proposal to approve and adopt the Merger Agreement, the proposal to adjourn the special meeting to permit the further solicitation of proxies to approve and adopt the Merger Agreement was moot.

Item 8.01 Other Events.

On May 22, 2018, the Company issued a press release announcing that shareholders voted to approve the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit No:	Exhibit Description:
99.1	Press Release issued by the Company, dated May 22, 2018

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.

	BRAVO BRIO RESTAURANT GROUP, INC.
May 22, 2018	By:	/s/ Brian T. O'Malley
		Name: Brian T. O'Malley
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release issued by the Company, dated May 22, 2018

EX-99.1

Bravo Brio Restaurant Group Shareholders Approve Merger Agreement with Spice Private Equity, an affiliate of GP Investments

Columbus, Ohio - May 22, 2018 - Bravo Brio Restaurant Group, Inc. (NASDAQ:BBRG) (“BBRG” or the “Company”), owner and operator of the BRAVO! Cucina Italiana and BRIO Tuscan Grille restaurant concepts, announced that at a Special Meeting of Shareholders held earlier today, the Company's shareholders overwhelmingly approved the merger agreement pursuant to which a subsidiary of Spice Private Equity Ltd. (“Spice”), a Swiss investment company focused on private equity investments that is controlled by GP Investments, Ltd. ("GP"), a leading private equity and alternative investment firm, will acquire the Company.

Under the terms of the merger agreement dated March 7, 2018, BBRG’s shareholders will receive $4.05 per share in cash, without interest and less any applicable withholding taxes, representing an enterprise value of approximately $100 million.

The transaction is expected to close on May 24, 2018 at which time BBRG’s common shares will cease trading on the NASDAQ.

About Bravo Brio Restaurant Group, Inc.

Bravo Brio Restaurant Group, Inc. is a leading owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana and BRIO Tuscan Grille. BBRG has positioned its brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Each of BBRG's brands provides its guests with a fine dining experience and value by serving affordable cuisine prepared using fresh flavorful ingredients and authentic Italian cooking methods, combined with attentive service in an attractive, lively atmosphere. BBRG strives to be the best Italian restaurant company in America and is focused on providing its guests an excellent dining experience through consistency of execution.

About GP Investments, Ltd.

GP Investments is a leading alternative investment firm. Since its founding in 1993, GP Investments has raised $5 billion from investors worldwide and has completed investments in more than 50 companies and has executed over 20 equity capital market transactions. GP Investments has a consistent and disciplined investment strategy targeting established companies that have the potential to grow and be more efficient and profitable by becoming leaders in their industries. Since 2006, GP Investments has been listed on the Brazilian Stock Exchange (B3 S.A. - Brasil, Bolsa, Balcão) under the ticker symbol GPIV33 and on the Luxembourg Stock Exchange. The firm currently has offices in São Paulo, New York, London and Bermuda. For more information, visit www.gp-investments.com.

About Spice Private Equity Ltd.

Spice Private Equity Ltd. is a Swiss investment company focused on private equity investments. Spice Private Equity Ltd. has over a decade of operating history and is managed by GP Advisors, a subsidiary of GP. The company is listed on the SIX Swiss Exchange under the ticker symbol SPCE. For more information, visit www.spice-private-equity.com.

Contacts for BBRG:

Investor Relations

Raphael Gross / Dara Dierks

(203) 682-8253 / (646) 277-1212

Media Relations

Jake F. Malcynsky

(203) 682-8375

Contacts for GP Investments:

Investor Relations

Joel La Banca Neto

+55 11 3556-5505

Media Relations

Brooke Flohr

(646) 805-2823

Contact for Spice:

Investor & Media Relations

Rodrigo Boscolo

+41 41 710 70 60