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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 27, 2012
NOBLE ROMAN'S, INC.
(Exact name of Registrant as specified in its charter)
Indiana 0-11104 35-1281154
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Virginia Avenue, Suite 300
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
(317) 634-3377
(Company's telephone number, including area code)
Not applicable
(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:
[ ] 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))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Noble Roman's, Inc. (the "Registrant") held its 2012 Annual Meeting of
Shareholders on June 27, 2012 (the "Annual Meeting"). As of the record date for
the Annual Meeting, May 2, 2012, 19,489,317 shares of the Registrant's Common
Stock and 20,625 shares of the Registrant's Series B Preferred Stock were issued
and outstanding and entitled to vote on the matters presented at said meeting.
Holders of 16,358,020 shares of the Registrant's Common Stock and 8,500 shares
of the Registrant's Series B Preferred Stock, or 84% of the outstanding votes
entitled to be cast at the Annual Meeting, which constituted a quorum, were
represented at the Annual Meeting in person or by proxy.
At the Annual Meeting, the Registrant's shareholders elected two Class II
director nominees with a term expiring in 2015 to the Board of Directors and
ratified the appointment of the independent registered public accounting firm,
Somerset CPAs, P.C., as the Registrant's independent auditor for the year ending
December 31, 2012.
The matters acted upon at the Annual Meeting, and the voting tabulation for
each matter is as follows:
1. Election of two Class II directors:
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Class II Director Nominees Votes For Votes Withheld Abstentions Broker Non-Votes
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Paul W. Mobley 6,541,773 1,727,675 0 9,968,039
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Jeffrey R. Gaither 6,572,823 1,696,125 0 9,968,039
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Mr. Paul W. Mobley and Mr. Jeffrey R. Gaither both received a majority of
the votes of the shares voted and, therefore, was elected as a Class II
Directors to serve until 2015.
2. Ratification of Somerset CPAs, P.C. as the Registrant's independent
registered public accounting firm for the year ending December 31, 2012:
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Votes For Votes Against Abstentions Broker Non-Votes
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14,898,294 1,585,036 25,800 0
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Somerset CPAs, P.C. received the affirmative vote of shareholders of the
majority of the shares represented in person or by proxy and, therefore, their
appointment as the Company's public accounting firm for the year ending December
31, 2012 was ratified.
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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: June 29, 2012
NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
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Paul W. Mobley
Chief Executive Officer and
Chief Financial Officer