8-K 1 tv523559_8k.htm FORM 8-K

 

 

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 11, 2019

 

 

DAVE & BUSTER’S ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter) 

 

Delaware

(State of

incorporation)

001-35664

(Commission File

Number)

35-2382255

(IRS Employer

Identification Number)

  

2481 Manana Drive

Dallas TX 75220

(Address of principal executive offices)

  

Registrant’s telephone number, including area code: (214) 357-9588

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

 

¨       Written communications pursuant to Rule 425 under the Securities Act

¨       Soliciting material pursuant to Rule 14a-12 of the Exchange Act

¨       Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

¨       Pre-commencement communications pursuant to Rule 13e-4(c) 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. ¨

 

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

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock $0.01 par value PLAY NASDAQ Stock Market LLC

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

The information contained in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

On June 11, 2019, Dave & Buster’s Entertainment, Inc. (the “Company”) issued a press release announcing its first quarter 2019 results. A copy of this Press Release is attached hereto as Exhibit 99.1.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting on June 13, 2019, the following matters were submitted to the vote of the shareholders, with the results of voting on each such matter as set forth below.

 

Proposal 1

 

Each of the registrant’s nominees was elected a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.

 

Name  Number of Shares Voted
   For  Against  Abstain  Broker Non-Vote
Victor L. Crawford  32,828,410  4,506  2,690  1,488,827
Hamish A. Dodds  32,828,333  4,625  2,648  1,488,827
Michael J. Griffith  32,729,779  103,139  2,688  1,488,827
Jonathan S. Halkyard  32,525,603  307,301  2,702  1,488,827
Brian A. Jenkins  32,818,759  14,248  2,599  1,488,827
Stephen M. King  32,768,406  64,610  2,590  1,488,827
Patricia H. Mueller  32,827,140  5,970  2,496  1,488,827
Kevin M. Sheehan  32,701,783  131,198  2,625  1,488,827
Jennifer Storms  32,827,451  5,701  2,454  1,488,827

 

Proposal 2

 

The proposal to ratify the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the fiscal year ending February 2, 2020, was approved. The results were as follows:

 

For Against Abstain
33,918,063 399,817 6,553

 

 

 

 

Proposal 3

 

The proposal on the Registrant’s executive compensation was approved. The results were as follows:

 

For Against Abstain Broker Non-Vote
31,742,867 762,466 330,273 1,488,827

  

Section 7 Regulation FD

 

Item 7.01.  Regulation FD Disclosure.

 

On June 13, 2019, the Board of Directors of the Company declared a quarterly dividend of $0.15 per share on the common stock of the Company. The dividend will be payable on July 10, 2019 to shareholders of record as of June 25, 2019.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

99.1Press release dated June 11, 2019.

 

99.2Press release dated June 13, 2019.

 

 

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.

 

  DAVE & BUSTER’S ENTERTAINMENT, INC.
   
   
Date: June 13, 2019 By:   /s/ Robert W. Edmund  
  Robert W. Edmund
  General Counsel, Secretary and
  Senior Vice President of Human Resources