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Noble Roman's, Inc. (NROM) adjourns annual meeting due to quorum insufficiency

Key Summary: On April 17, 2023, BT Brands (8.11%) nominated Gary Copperud for the Board at the 2023 AGM. They filed proxy materials on June 23 and July 5, urging support for Copperud. Preliminary results on July 25 showed strong support for Copperud over NROM's nominee Scott Mobley, but NROM questioned his eligibility. On August 2, BT Brands sued the company for federal law violations and fiduciary breaches. The August 10 shareholder meeting lacked a quorum and was adjourned, with the next meeting set for 2024.

Market Cap: $6.4 million| Noble Roman's, Inc. sells and services franchises, and licenses and operates foodservice locations for stand-alone restaurants and non-traditional foodservice operations.


  • On April 17, 2023, BT Brands (8.11%) delivered a letter to the company nominating Gary Copperud for election to the Board at the company's 2023 AGM. Source

  • On June 23, 2023, BT Brands filed proxy materials seeking support for its nominee.

  • On July 5, 2023, BT Brands filed proxy materials urging shareholders to vote for its nominees.

  • On July 25, 2023, BT Brands filed proxy materials stating that preliminary results from the 2023 annual meeting of shareholders show overwhelming support for Gary Copperud, BT Brands' nominee, over NROM's nominee Scott Mobley (78.1% to 21.8%). BT Brands nominated Copperud to bring fresh ideas to NROM's board, but his eligibility was questioned by NROM due to broker-held shares. BT Brands is exploring legal remedies. Shareholders are encouraged to continue voting for Copperud using the BLUE proxy. Source

  • On August 2, 2023, BT Brands took legal action against the company and its directors by filing a lawsuit alleging federal law violations for omitting crucial information from the Definitive Proxy Statement. The suit also accuses them of breaching fiduciary duties in hindering the nomination of BT Brands' CEO, Gary Copperud. Source

  • On August 10, 2023, the company held its annual shareholder meeting, aiming to establish a quorum with 11,107,757 shares out of 22,215,512 needed. However, only 9,074,749 shares were represented, leading to an adjournment without voting. The next meeting is set for 2024. Source

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