BT Brands (NASDAQ: BTBD) shareholders approve director slate at 2026 meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BT Brands, Inc. held its 2026 Annual Meeting of Shareholders on June 19, 2026. As of the May 29, 2026 record date, 6,184,724 shares of common stock were outstanding and entitled to vote, and 3,355,159 shares were present in person or by proxy, establishing a quorum.

Shareholders elected all four director nominees to one-year terms. For example, Gary Copperud received 2,430,561 votes for and 46,058 withheld, while Fred Croci received 2,450,226 votes for and 26,393 withheld. Each director will serve until a successor is duly elected and qualified.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding eligible to vote: 6,184,724 shares Shares represented at meeting: 3,355,159 shares Votes for Gary Copperud: 2,430,561 votes +3 more

6 metrics

Shares outstanding eligible to vote 6,184,724 shares Common stock outstanding as of May 29, 2026 record date

Shares represented at meeting 3,355,159 shares Shares present in person or by proxy at 2026 Annual Meeting

Votes for Gary Copperud 2,430,561 votes Election of director at 2026 Annual Meeting

Votes for Fred Croci 2,450,226 votes Election of director at 2026 Annual Meeting

Votes for Terri Tochihara-Dirks 2,425,222 votes Election of director at 2026 Annual Meeting

Votes for Allan Anderson 2,409,072 votes Election of director at 2026 Annual Meeting

Key Terms

Annual Meeting of Shareholders, quorum, broker non-vote, Emerging growth company

4 terms

Annual Meeting of Shareholders financial

"On June 19, 2026, the Company held the 2026 Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

quorum regulatory

"3,355,159 shares of common stock were present in person or represented by proxy, constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-vote regulatory

"The voting results were as follows ... For ... Withheld ... Broker Non-Vote"

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/24/2026 - 11:29 AM

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): June 19, 2026

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-56113

90-1495764

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

30 N Gould St Ste 12358

Sheridan, WY

82801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (307) 223-1663

(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)).

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BTBD	Nasdaq Capital Market
Warrants	BTBDW	Nasdaq Capital Market

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. ☐

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

On June 19, 2026, the Company held the 2026 Annual Meeting of Shareholders. As of May 29, 2026, the record date for the Annual Meeting, 6,184,724 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 3,355,159 shares of common stock were present in person or represented by proxy, constituting a quorum. The results of the voting are summarized below.

Proposal 1: Election of Directors

The Company’s shareholders elected each of the four nominees named below to serve as a director of the Company for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The voting results were as follows:

	For		Withheld		Broker Non- Vote
Gary Copperud*		2,430,561		46,058		878,540
Allan Anderson ¹		2,409,072		67,547		878,540
Terri Tochihara-Dirks ^1,2		2,425,222		51,397		878,540
Fred Croci ^1,2		2,450,226		26,393		878,540

* Chairperson of the Board of Directors.

(1) Current member of the Audit Committee with Mr. Anderson as Chairperson.

(2) Current member of the Compensation Committee with Ms. Tochihara-Dirks as Chairperson.

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.

	BT BRANDS, INC.

Dated: June 24, 2026	By:	/s/ Gary Copperud
		Gary Copperud
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did BTBD shareholders vote on at the 2026 Annual Meeting?

BT Brands shareholders voted on electing four directors to one-year terms. All nominees, including Gary Copperud and Fred Croci, received more votes "for" than "withheld," so each was elected to continue serving on the board of directors.

How many BTBD shares were eligible to vote at the 2026 meeting?

A total of 6,184,724 BT Brands common shares were outstanding and entitled to vote as of May 29, 2026. This record date determines which shareholders could participate in the 2026 Annual Meeting and cast votes on the director elections.

Was a quorum present at BTBD’s 2026 Annual Meeting of Shareholders?

Yes, a quorum was present, with 3,355,159 BT Brands common shares represented in person or by proxy. This level of participation satisfied quorum requirements, allowing the company to conduct official business and complete the director election votes.

Which BTBD director nominee received the most votes in favor?

Director nominee Fred Croci received 2,450,226 votes for and 26,393 votes withheld. This was the highest "for" total among the four nominees, all of whom were successfully elected to serve one-year terms on BT Brands’ board of directors.

Who is the chairperson of BTBD’s board of directors after the 2026 meeting?

Gary Copperud is identified as chairperson of the BT Brands board of directors. He was re-elected with 2,430,561 votes for and 46,058 votes withheld and continues to serve in this leadership role following the 2026 Annual Meeting.

Which BTBD directors serve on the Audit and Compensation Committees?

Allan Anderson, Terri Tochihara-Dirks, and Fred Croci are current Audit Committee members, with Anderson as chairperson. Tochihara-Dirks and Croci also serve on the Compensation Committee, with Tochihara-Dirks acting as chairperson of that committee.

Filing Exhibits & Attachments

5 documents