CARROLS RESTAURANT GROUP, INCfalse000080924800008092482020-11-052020-11-05



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) July 6, 2021
____________________________
Carrols Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
____________________________
Delaware001-3317483-3804854
(State or other jurisdiction of
 incorporation or organization)
 (Commission
 File Number)
(I.R.S. Employer
 Identification No.)
 968 James Street
Syracuse, New York13203
     (Address of principal executive office)(Zip Code)
Registrant’s telephone number, including area code:(315) 424-0513
N/A
(Former name or former address, if changed since last report.)
____________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareTASTThe NASDAQ Global Market

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

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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 6, 2021, Christopher Finazzo, a member of the Board of Directors (the "Board") of Carrols Restaurant Group, Inc. (the "Company"), resigned as a Class B director effective immediately. Mr. Finazzo’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Finazzo was appointed to the Board by Burger King Corporation and Blue Holdco 1, LLC (collectively, the "BKC Stockholders") pursuant to the BKC Stockholders' right to elect two Class B directors to the Board under the Certificate of Designation of the Series B Convertible Preferred Stock, as amended. As of the date hereof, the BKC Stockholders have yet to formally designate an individual to fill the vacancy created by the resignation of Mr. Finazzo.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits
104Cover Page Interactive Data File (formatted as Inline XBRL)







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: July 12, 2021

CARROLS RESTAURANT GROUP, INC.

By:/s/ Jared L. Landaw
Name:Jared L. Landaw
Title:Vice President, General Counsel and Secretary