This excerpt taken from the BGFV 10-K filed Mar 16, 2006.
Item 4: Submission of Matters to a Vote of Security Holders
On December 8, 2005, we held our annual meeting of stockholders. Jennifer Holden Dunbar and Steven G. Miller, both of whom are Class C directors, were re-elected to our board of directors. The term of office for the following directors continued after the meeting: G. Michael Brown (Class A director), John G. Danhakl (Class A director), Sandra N. Bane (Class B director) and Michael D. Miller (Class B director). On March 7, 2006, Mr. Danhakl resigned from the Board of Directors and the Board appointed David Jessick to the Board to fill the vacancy resulting from the resignation of Mr. Danhakl.
At the annual meeting, our stockholders approved the proposal to elect two Class C directors to our board of directors, each to hold office until the 2008 annual meeting of stockholders (and until each such directors successor shall have been duly elected and qualified):
Our common stock, par value $0.01 per share, has traded on The Nasdaq Stock Markets National Market since June 25, 2002. It trades under the symbol BGFV. The following table sets forth the high and low sale prices for our common stock as reported by The Nasdaq Stock Markets National Market during fiscal years 2004 and 2005.
As of March 10, 2006, the closing price for our common stock as reported on The Nasdaq Stock Markets National Market was $19.38.
As of March 10, 2006, there were 22,703,777 shares of common stock outstanding held by approximately 136 holders of record.
In the fourth quarter of fiscal 2004 we declared our first ever cash dividend, at an annual rate of $0.28 per share of outstanding common stock. The first quarterly payment, of $0.07 per share, was paid on December 15, 2004, to stockholders of record as of December 1, 2004. Quarterly payments of $0.07 per share were paid on March 15, 2005, June 15, 2005, September 15, 2005 and December 15, 2005 to stockholders of record as of March 1, 2005, June 1, 2005, September 1, 2005 and December 1, 2005, respectively. An additional quarterly cash dividend was declared and paid on March 15, 2006 to stockholders of record as of March 1, 2006.
The financing agreement governing our term loan and revolving credit facility imposes restrictions on our ability to make dividend payments. For example, our ability to pay cash dividends on our common stock, will depend upon, among other things, our level of indebtedness at the time of the proposed dividend or distribution,
whether we are in default under the financing agreement and the amount of dividends or distributions made in the past. Our future dividend policy will also depend on the requirements of any future financing agreements to which we may be a party and other factors considered relevant by our board of directors, including the General Corporation Law of the State of Delaware, which provides that dividends are only payable out of surplus or current net profits.
No purchases of shares of our common stock were made by or on behalf of us or any of our affiliated purchasers (as defined under the Securities Exchange Act of 1934, as amended) during our fourth quarter ended January 1, 2006.
Securities Authorized for Issuance Under Equity Compensation Plans as of January 1, 2006
See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Annual Report.