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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): September 29, 2021 (September 28, 2021)

Date of Report (Date of earliest event reported): August 17, 2021 (August 17, 2021)

J. Alexander’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

Tennessee	001-37473	47-1608715
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, TN 37202

(Address of Principal Executive Offices) (Zip Code)

(615) 269-1900

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	~~TradingSymbol~~Name of exchange on which registered		~~Name of exchangeon which registered~~
Common Stock, par value $0.001 per share	JAX	~~JAX~~New York Stock Exchange		~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~August 17~~September 28, 2021, J. Alexander’s Holdings, Inc., a Tennessee corporation (the “Company”), ~~issued~~held a ~~press~~special ~~release~~meeting ~~announcing~~of ~~earnings~~shareholders ~~results~~(the ~~for~~“Special ~~the~~Meeting”) ~~Company~~in connection ~~and~~with ~~its~~the ~~subsidiaries~~Agreement ~~for~~and ~~its~~Plan ~~fiscal~~of ~~second~~Merger, ~~quarter~~dated ~~ended~~as of July 4 2, 2021 (the “Merger Agreement”), by and among the Company, SPB Hospitality LLC, a Delaware limited liability company (“Parent”), and Titan Merger Sub, Inc., Aa ~~copy~~Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the ~~press~~Company ~~release~~(the is“Merger”), ~~being~~with ~~furnished~~the Company surviving the Merger as ~~Exhibit 99~~an indirect, wholly-owned subsidiary of Parent.1 As of August 20, 2021, the record date for the Special Meeting, there were 15,079,893 shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) outstanding. A quorum of 11,124,400 shares of Company Common Stock was present or represented by proxy at the Special Meeting.

The ~~information~~matters insubmitted ~~this~~to ~~Item~~a ~~2.02~~vote ~~in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes~~ of ~~Section 18~~shareholders ofat the ~~Securities~~Special ~~Exchange~~Meeting ~~Act~~and ofa ~~1934,~~final astabulation ~~amended~~of (the ~~“Exchange~~voting ~~Act”),~~results orwith ~~otherwise~~respect ~~subject~~ to ~~the~~each ~~liabilities~~matter ofare ~~that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933,~~ as ~~amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.~~ follows:

~~Item~~(1) ~~9.01.~~The ~~Financial~~proposal ~~Statements~~to approve the Merger Agreement, pursuant to which Merger Sub will be merged with and ~~Exhibits.~~into the Company, with the Company surviving as an indirect, wholly-owned subsidiary of Parent (the “Merger Proposal”), was approved by the affirmative vote of shareholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting, as set forth below:

(d) Exhibits.

For	Against	Abstain

10,172,582	14,404	937,414

Exhibit No.		Description
99.1		Press Release issued by J. Alexander’s Holdings, Inc., dated August 17, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(2)

The proposal to approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement, was approved on an advisory, non-binding basis by a majority of votes cast, as set forth below:

For	Against	Abstain

8,746,641	853,601	1,524,158

(3)

The proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement or to seek a quorum if one is not initially obtained (the “Adjournment Proposal”), was not called because the Merger Proposal was approved. If the Adjournment Proposal had been called, it would have been approved by a majority of votes cast, as set forth below:

For	Against	Abstain

9,998,058	171,952	954,390

SIGNATURE

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.

	J. Alexander’s Holdings, Inc.		~~J. Alexander’s Holdings, Inc.~~
Date: August 17, 2021			By:	/s/ Jessica L. Hagler
Date: September 29, 2021	By:	/s/ Jessica L. Hagler
		Jessica L. Hagler		~~Jessica L. Hagler~~
		Vice President, Chief Financial Officer, Treasurer and Secretary		~~Vice President, Chief Financial Officer, Treasurer and Secretary~~

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