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): April 28, 2010
KONA GRILL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34082 | 20-0216690 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7150 E. Camelback Road, Suite 220 Scottsdale, Arizona |
85251 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 922-8100
| (Former name or former address if changed since last report.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 28, 2010, Kona Grill, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”). Preliminary voting results for the election of three Class II directors to each serve for a three-year term expiring in 2013 are included in the table below. Mill Road Capital, L.P. has filed with Corporate Election Services, the independent inspector of election, a challenge of the Annual Meeting election results. The Company will amend this Current Report at such time as the inspector of election issues to the Company final “certified” voting results for the election of three Class II directors.
| Votes For | Votes Against | Abstentions | ||||||||||
Douglas G. Hipskind |
3,956,549 | 101,797 | 0 | |||||||||
Anthony L. Winczewski |
4,566,094 | 101,439 | 0 | |||||||||
Mark A. Zesbaugh |
5,134,490 | 101,443 | 0 | |||||||||
Thomas E. Lynch |
2,489,624 | 619,233 | 0 | |||||||||
Craig S. Miller |
1,157,347 | 1,383,110 | 0 | |||||||||
Lawrence F. Harris |
3,714,672 | 3,372 | 0 | |||||||||
Brokers did not have discretionary voting authority on this matter and, as a result, broker non-votes had no effect on the election of any director-nominee because only votes affirmatively cast “for” a director-nominee were counted towards the election of such director-nominee.
Also on April 28, 2010, the Company issued a press release announcing the preliminary voting results of the Annual Meeting. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 5.07.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated April 28, 2010 titled “Kona Grill, Inc. Announces Preliminary Results of Annual Meeting of Stockholders” |
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.
| Date: May 4, 2010 | KONA GRILL, INC. | |||
| By: | /s/ Mark S. Robinow | |||
| Mark S. Robinow | ||||
| Executive Vice President, Chief Financial Officer, and | ||||
| Secretary | ||||