8-K: Noble Romans Board Change, Annual Meeting Adjourned

Noble Romans, Inc. announced the resignation of Director Marcel Herbst and the appointment of Jeffrey D. Roberts, while its 2025 Annual Meeting of Shareholders was adjourned due to a lack of quorum.

Summary

• Marcel Herbst resigned as a Class I Director of the Board of Directors, effective September 16, 2025.
• Mr. Herbst's resignation was not the result of any dispute or disagreement with the Board or the Company.
• Jeffrey D. Roberts was appointed as a Class I Director to fill the vacancy created by Mr. Herbst's resignation.
• Mr. Roberts is a Founding Partner of Roberts Means Roncevic Kapela LLC, a law firm, where he manages the firm and leads its litigation practice group.
• He earned his J.D. from Indiana University Maurer School of Law and a B.S. degree in finance and marketing from Indiana University Kelley School of Business.
• Mr. Roberts will be compensated on the same basis as all other non-employee directors.
• The 2025 Annual Meeting of Shareholders was called to order on September 16, 2025.
• As of the August 25, 2025 record date, there were 22,215,512 shares of common stock issued and outstanding.
• A quorum required shareholders representing 11,107,757 shares to be present in person or by proxy.
• Only 8,665,422 votes were represented in person or by proxy, failing to meet the quorum requirement.
• The Executive Chairman adjourned the Annual Meeting without taking any vote due to the lack of a quorum.

Sentiment

Score: 4

Explanation: While a new director with relevant experience was appointed, the failure to achieve a quorum at the annual meeting is a significant negative indicator of shareholder engagement and corporate governance efficiency, outweighing the positive board change.

Positives

• A smooth transition in board leadership was achieved with the appointment of Jeffrey D. Roberts to fill the vacancy.
• The new director, Jeffrey D. Roberts, brings valuable legal and business expertise, holding a J.D. and a B.S. with a double major in finance and marketing.
• Marcel Herbst's resignation was not attributed to any dispute or disagreement, suggesting an amicable departure.

Negatives

• The 2025 Annual Meeting of Shareholders was adjourned due to a significant failure to achieve a quorum.
• Shareholder engagement was notably low, with only 8,665,422 votes represented out of the 11,107,757 required for a quorum.
• The adjournment means that matters intended for shareholder vote were not addressed, potentially delaying corporate actions.

Risks

• Continued low shareholder engagement could impede future corporate governance actions that require shareholder approval.
• Uncertainty exists regarding the rescheduling of the adjourned Annual Meeting and how the company plans to address the quorum issue effectively.

Future Outlook

The company will need to address the adjournment of its 2025 Annual Meeting of Shareholders, likely by rescheduling it or implementing strategies to ensure a quorum can be met for future shareholder votes.

Management Comments

• Paul W. Mobley, Executive Chairman and Chief Financial Officer, signed the report on behalf of Noble Romans, Inc.

Industry Context

This filing primarily addresses corporate governance matters and does not provide specific details related to broader industry trends or competitive landscape within the restaurant or food service sector. The low shareholder turnout for the annual meeting could reflect broader investor sentiment or specific company-related engagement challenges.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Delayed voting on important matters, potential concern over low engagement and the company's ability to gather sufficient votes for future resolutions.
• Board of Directors: Successfully replaced a director, but faces the challenge of reconvening the annual meeting and addressing the quorum issue.
• Management: Must address the quorum issue, potentially reschedule the annual meeting, and enhance shareholder communication and engagement efforts.

Next Steps

• The company is expected to address the adjourned Annual Meeting, likely by rescheduling it and implementing measures to ensure a quorum is achieved for future shareholder votes.

Key Dates

Recommendation

The appointment of a qualified new director is a positive, but the significant failure to achieve a quorum at the annual meeting raises concerns about shareholder engagement and potential delays in corporate actions. This mixed signal suggests a 'hold' recommendation until the company addresses the quorum issue and provides clarity on the rescheduled annual meeting.

Keywords

Noble Romans, Board of Directors, Director Resignation, Director Appointment, Annual Meeting, Shareholder Meeting, Corporate Governance, Quorum Failure, Executive Change