Noble Roman's Files Definitive Proxy Materials

TL;DR

NROM dropped proxy docs 8/19, no fee. Shareholders pay attention.

AI Summary

Noble Roman's, Inc. (NROM) filed a DEFA14A on August 19, 2024, containing a press release. The filing is a definitive additional material and does not require a filing fee. The company is based in Indianapolis, Indiana, and operates in the retail-eating places sector.

Why It Matters

This filing indicates that Noble Roman's, Inc. is providing updated or additional proxy materials to shareholders, which could contain important information regarding upcoming shareholder votes or corporate governance matters.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not contain information suggesting immediate financial or operational risks.

Key Players & Entities

• NOBLE ROMAN'S, INC. (company) — Registrant
• 0000709005 (company) — Central Index Key
• Indianapolis, IN (location) — Company Headquarters
• August 19, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $819,372 — r latest six-month reporting period of ($819,372) compared to a loss for the same six-mo
• $330,306 — r the same six-month period in 2023 of ($330,306). The statements contained in this pre

Filing Documents

• nrom_defa14a.htm (DEFA14A) — 22KB
• 0001654954-24-010869.txt ( ) — 23KB

From the Filing

14A nrom_defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 NOBLE ROMAN'S, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 On August 19, 2024, Noble Roman's, Inc. issued the following press release: NEWS BULLETIN RE: NOBLE ROMAN'S, INC. 6612 E. 75th Street, Suite 450 Indianapolis, IN 46250 FOR ADDITIONAL INFORMATION, CONTACT: For Media Information: Scott Mobley, President & CEO (smobley@nobleromans.com) For Investor Relations: Paul Mobley, Executive Chairman (pmobley@nobleromans.com) Mike Cole, Investor Relations: 949-444-1341 (mike.cole@armaadvisoryservices.com) Noble Roman's Invites Participation at its Annual Shareholder Meeting on August 27 th ; Provides Facts to Clarify Mischaracterizations Circulated by Third Party (Indianapolis, Indiana) – August 19, 2024 - Noble Roman's, Inc. (OTCQB: NROM) ("Noble Roman's" or the "Company"), the Indianapolis based franchisor and operator of Noble Roman's Pizza and Noble Roman's Craft Pizza & Pub, today encouraged all Noble Roman's shareholders to attend its Annual Shareholder Meeting on August 27, 2024, and provided facts to correct the illegal, misleading statements BT Brands, Inc ("BTB") recently published about the Company. Paul Mobley, Executive Chairman of Noble Roman's, Inc., said, "On behalf of Noble Roman's Board of Directors, senior management, and dedicated employees, we hope to see all of our shareholders at our Annual Shareholder Meeting on August 27 th starting at 10:30 AM here in Indianapolis. Please remember to get your proxy turned in ahead of the meeting date and make sure your shares are voted for the nominees unanimously endorsed by the Company's Board of Directors." For many years, Noble Roman's by-laws, prominently available to anyone (and in BTB's possession), have set forth customary procedures shareholders must follow to properly bring business before a shareholder meeting, in order to enable the Company to hold orderly meetings. Incredibly, BTB has admitted that for the second year in a row it failed to comply with the rules and again demands that the Company waive the requirements and allow its nominations anyway. And BTB has accompanied those ill-advised and damaging efforts with a number of public statements that are incorrect, slanderous and false as to both the relevant facts and the law. The Company believes it is important to provide our shareholders the following corrections and clarifications to the many mischaracterizations recently circulated by BTB: BTB failed to comply with the requirements of the Company's by-laws and federal securities laws in purporting to advance certain nominees for election to the Company's Board of Directors. BTB is subject to the same publicly available procedural requirements as all shareholders. Last year, BTB falsely represented its Noble Roman's stock ownership to the Company; this year they failed to provide the necessary information and undertakings. Shareholders may recall that last year BTB sued the Company in Federal Court in Indiana. The Court denied BTB's motion for a temporary restraining order and preliminary injunction, stating BTB's claims did not have a likelihood of success. After that, BTB voluntarily withdrew its lawsuit. 2 With respect to this year's annual meeting, Noble Roman's provided BTB detailed communications on June 17, 2024, and August 14, 2024, respectively, outlining its failure to satisfy the legal requirements. In its public statements, BTB attempts to excuse its manipulative tactics by claiming (1) they were entitled to certain notices from the Company because the Company did not hold an Annual Meeting of its Shareholders last year and (2) because the Company did not provide BTB a questionnaire that the Company may require under its by-laws. These excuses are simply wrong. o Noble Roman's duly called and held its 2023 Annual Meeting of Shareholders on August 10, 2023. While a quorum was not present at the meeting because BTB refused to represent the shares held by shareholders from whom it claims it had solicited proxies to vote shares, the meeting was validly held. BTB has no legal basis for its position to the contrary. o The Company's by-laws provide that in addition to the information a nominating shareholder is required to provide by the by-laws and the federal securit

View Full Filing

View this DEFA14A filing on SEC EDGAR