DEF 14A: Noble Romans, Inc. Announces Annual Shareholder Meeting to Elect Directors and Ratify Accounting Firm

Noble Romans, Inc. will hold its annual shareholder meeting on August 27, 2024, to elect directors and ratify the selection of its independent accounting firm.

Summary

• Noble Romans, Inc. is holding its annual meeting of shareholders on August 27, 2024, in Indianapolis.
• Shareholders will vote to elect one Class III director to serve until the 2026 annual meeting and two Class I directors to serve until the 2027 annual meeting.
• The nominees are A. Scott Mobley (Class III), Douglas Coape-Arnold (Class I), and Marcel Herbst (Class I).
• Shareholders will also vote to ratify the selection of Assurance Dimensions as the company's independent registered public accounting firm for the year ending December 31, 2024.
• The Board of Directors has set August 6, 2024, as the record date for determining shareholders eligible to vote.
• The company estimates the expense of soliciting proxies to be $7,500.
• As of August 6, 2024, there were 22,215,512 shares of common stock outstanding.
• The Board of Directors recommends voting FOR the election of all director nominees and FOR the ratification of Assurance Dimensions as the accounting firm.

Sentiment

Score: 7

Explanation: The document is primarily procedural, outlining standard corporate governance matters. The tone is neutral and professional, with no significant positive or negative indicators.

Positives

• The Board of Directors unanimously endorses the re-election of the director nominees.
• The Board of Directors recommends voting FOR the ratification of Assurance Dimensions as the independent accounting firm.
• The company has adopted a code of ethics for its senior executive and financial officers.
• Independent directors comprise a majority of the board.

Negatives

• A quorum was not present at the 2023 annual meeting, resulting in no action being taken, including the election of a Class III director.
• The company does not have standing audit, compensation, or nominating and corporate governance committees.
• The company's previous auditor, Somerset CPAs, ended their engagement due to an acquisition that restricted them from serving companies with registered securities under Section 12 of the Securities Exchange Act of 1934.

Risks

• Failure to achieve a quorum at the annual meeting could impede the company's ability to conduct necessary business.
• The absence of standing committees may concentrate risk management and governance responsibilities within the full board.
• Changes in the independent accounting firm could pose a short-term risk.

Future Outlook

The company may elect to combine the positions of Chief Executive Officer and Chairman of the Board in the future if it determines it is best for the Company and its shareholders.

Management Comments

• Mr. A. Scott Mobley, as the President and Chief Executive Officer of the Company, brings extensive knowledge and a unique understanding of the Company and its operations and the industries in which the Company competes.
• Mr. Coape-Arnold and Mr. Herbst, as long-time members of our board of directors also bring extensive knowledge and understanding of the Company and its operations.

Industry Context

This announcement is a routine part of corporate governance, ensuring shareholders have the opportunity to elect directors and ratify the selection of the company's accounting firm. It reflects standard practices for publicly traded companies.

Comparison to Industry Standards

• The board structure, with classified directors serving staggered three-year terms, is a common practice among publicly traded companies.
• The compensation structure for executive officers, including base salary, potential bonuses, and stock options, is typical for companies of similar size and industry.
• The process for selecting and ratifying an independent registered public accounting firm aligns with standard corporate governance practices.
• Comparable companies such as BT Brands, Inc. also file similar proxy statements outlining director elections and auditor ratification.

Stakeholder Impact

• Shareholders have the opportunity to influence the company's direction through voting on director elections and auditor ratification.
• Employees are affected by the executive compensation structure and the company's overall governance practices.
• The selection of an independent accounting firm impacts the credibility and reliability of the company's financial reporting.

Next Steps

• Shareholders should review the proxy statement and vote on the proposals.
• The company will hold the annual meeting on August 27, 2024.
• The Board of Directors will consider the outcome of the shareholder vote on the ratification of the independent accounting firm.

Key Dates

Keywords

annual meeting, proxy statement, directors, shareholders, Assurance Dimensions, corporate governance, executive compensation, Noble Romans