Form 8-K Twin Hospitality Group For: Dec 23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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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 (see General Instructions A.2. below):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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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.
The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 23, 2025, Twin Hospitality Group Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, two proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 13, 2025. Holders of shares of Class A Common Stock and Class B Common Stock voted together as a single class on all matters (including the election of directors) submitted to a vote of stockholders at the Annual Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below, which amounts reflect an aggregate of the number of votes per share to which all classes of common stock were entitled to vote at the Annual Meeting. The aggregate voting power of all outstanding classes of common stock at the Annual Meeting amounted to 198,154,232 votes.
Proposal No. 1 – Election of Directors. Stockholders elected four nominees for director to the Company’s Board of Directors to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The vote regarding this proposal was as follows:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||
| Kenneth J. Anderson | 196,737,306 | 422,128 | 416,241 | |||
| Lynne L. Collier | 196,698,517 | 460,918 | 416,241 | |||
| David Jobe | 196,737,425 | 422,009 | 416,241 | |||
| Andrew A. Wiederhorn | 196,771,306 | 388,129 | 416,241 |
As previously disclosed, James Ellis resigned from the Board of Directors prior to the date of the Annual Meeting. The nomination of Mr. Ellis for re-election to the Board at the Annual Meeting was withdrawn, and any votes for Mr. Ellis at the Annual Meeting were disregarded.
Proposal No. 2 –Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the selection of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025 was approved. The vote regarding this proposal was as follows:
| For | Against | Abstained | Broker Non-Votes | |||
| 197,561,903 | 11,408 | 2,364 | N/A |
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.
| Twin Hospitality Group Inc. | |
| Date: December 31, 2025 | /s/ Kenneth J. Kuick |
| Kenneth J. Kuick | |
| Chief Financial Officer |
ATTACHMENTS / EXHIBITS
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