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): ~~December 19~~February 25, ~~2019~~2020

~~DIVERSIFIED~~PATTON ~~RESTAURANT HOLDINGS~~WINGS, INC.

(Name of registrant in its charter)



Nevada	000-53577	03-0606420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	5750 New King Drive, Suite 320 Troy, MI 48098
(Address of principal executive offices)

Registrant's telephone number: (833) 374-7282

NoDIVERSIFIED ~~change~~RESTAURANT HOLDINGS, INC.

(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))

Item ~~Securities~~2.01. ~~registered~~Completion ~~pursuant~~of toAcquisition ~~Section~~or ~~12(b)~~Disposition of ~~the~~Assets ~~Act:~~

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.0001 par value	SAUC	The NASDAQ Capital Market

Item 3.03. Material Modification to Rights of Security Holders

~~Indicate~~Item by5.01. ~~check~~Changes ~~mark whether the registrant is an emerging growth company as defined~~ in ~~Rule~~Control ~~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 ☐~~ Registrant

IfOn February 25, 2020, pursuant to the terms of an ~~emerging~~Agreement ~~growth~~and ~~company~~Plan of Merger dated as of November 6, ~~indicate~~2019 by(the ~~check~~“Merger ~~mark~~Agreement”) ifamong Diversified Restaurant Holdings, Inc., a Nevada corporation (the ~~registrant~~“Company”), ~~has~~Patton ~~elected~~Wings ~~not~~Intermediate toHoldings, ~~use~~LLC, a Delaware limited liability company (“Parent”), and Golden Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Parent completed its acquisition of the ~~extended~~Company ~~transition~~via ~~period~~the ~~for~~merger ~~complying~~of Merger Sub with ~~any~~and ~~new~~into orthe ~~revised~~Company, ~~financial~~with ~~accounting~~the ~~standards~~Company ~~provided~~continuing ~~pursuant~~as tothe ~~Section~~surviving ~~13(~~corporation in the merger as a) privately-held company and becoming a wholly-owned subsidiary of Parent (the ~~Exchange~~“Merger”). ~~Act~~The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the Company’s board of directors and its stockholders. ☐The Company stockholders approved the Merger Agreement at a special meeting of the Company stockholders held on December 19, 2019.

~~Item~~At 5the effective time and as a result of the Merger, each share of common stock of the Company (including shares of vested restricted stock) issued and outstanding immediately prior to the effective time of the Merger (other than shares held by the Company or any subsidiary of the Company or Parent or Merger Sub) was cancelled and converted into the right to receive $1.~~07 Submission~~05 in cash, without interest. In addition, each unvested restricted share of ~~Matters~~common stock that was outstanding immediately prior to athe ~~Vote~~effective time of ~~Security~~the ~~Holders~~Merger was cancelled and converted into the right to receive an amount in cash equal to $1.05 multiplied by the maximum number of shares of stock subject to such restricted share immediately prior to the effective time of the Merger.

AnThe ~~annual~~foregoing ~~meeting~~summary ofdoes not purport to be complete and is qualified in its entirety by reference to the ~~stockholders~~full text of ~~Diversified~~the ~~Restaurant~~Merger ~~Holdings~~Agreement, ~~Inc~~which is included as Exhibit 2.1 ~~(the~~to ~~"Company")~~this ~~was~~Current ~~held~~Report on ~~December~~Form ~~19,~~8-K ~~2019~~and ~~(the~~is ~~“Meeting”).~~incorporated herein by reference.

AsItem of3.01. ~~November~~Notice ~~20, 2019, the record date for the annual meeting, there were 33,324,160 shares~~ of ~~the~~Delisting ~~Company's~~or ~~common~~Failure ~~stock outstanding and entitled~~ to ~~vote.~~Satisfy Ata ~~the~~Continued ~~Annual~~Listing ~~Meeting,~~Rule ~~29,028,505 shares,~~ or ~~approximately~~Standard; ~~87.1%~~Transfer of ~~all outstanding shares of common stock, were present either in person or by proxy.~~Listing

AtAs a result of the ~~Meeting~~Merger, ~~our~~the ~~stockholders~~Company ~~voted~~no longer fulfills the numerical listing requirements of the Nasdaq Global Select Market (“NASDAQ”). Accordingly, on ~~each~~February 25, 2020, at the Company’s request, NASDAQ filed with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration under Section 12(b) of the ~~following~~Securities ~~matters:~~Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby effecting the delisting of the Company’s common stock from NASDAQ and deregistering such common stock under Section 12(b) of the Exchange Act. The Company intends to file a Form 15 to suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act as soon as practicable.

•Item ~~adoption~~5.02. Departure of ~~the~~Directors ~~Agreement~~or ~~and~~Certain ~~Plan~~Officers; Election of ~~Merger,~~Directors; ~~dated~~Appointment as of ~~November~~Certain 6,Officers; ~~2019,~~Compensatory byArrangements and among the Company, Patton Wings Intermediate Holdings, LLC ("Parent"), and Golden Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merger with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of ~~Parent;~~Certain Officers

•On ~~approval~~February 25, to2020, ~~adjourn~~at the ~~Meeting~~effective time of the Merger, ifeach ~~necessary~~of orT. ~~appropriate~~Michael Ansley, ~~including~~Jay Alan Dusenberry, Philip Friedman, David Ligotti, Joseph M. Nowicki and Roger Lipton, who constituted the board of directors of the Company prior to ~~solicit~~the ~~additional~~Merger ~~proxies~~(the if“Prior ~~there~~Directors”), ~~are~~ceased ~~insufficient~~their ~~votes~~membership on the board of directors of the Company and all committees of which they were members. The departure of the Prior Directors did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies or practices. Pursuant to the Merger Agreement, at the effective time of the ~~Meeting~~Merger on February 25, 2020, the directors of Merger Sub immediately prior to ~~approve~~the effective time of the ~~merger~~Merger ~~proposal~~became the directors of the Company. In addition, orpursuant into the ~~absence~~terms of athe ~~quorum;~~Merger Agreement, at the effective time of the Merger, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of the Company.

•Item an5.03. ~~advisory~~Amendments ~~vote~~ to ~~approve~~Articles ~~the~~of ~~compensation~~Incorporation ~~payments that will~~ or ~~may~~Bylaws; beChange ~~paid to certain named executive officers~~ in ~~connection~~Fiscal ~~with the merger;~~Year

•Pursuant ~~election~~to the terms of ~~six~~the ~~directors~~Merger Agreement, ~~each~~at ~~for~~the aeffective ~~one-year~~time ~~term;~~of the Merger on February 25, 2020, the Articles of Incorporation of the Company were amended and restated. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on February 25, 2020, the bylaws of Merger Sub as in effect at the Effective Time became the bylaws of the Company. Following the Merger, the name of the Company was changed to “Patton Wings, Inc.” The restated articles of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

•Item an9.01. ~~advisory~~Financial ~~vote~~Statements toand ~~approve the compensation of our executives disclosed in our proxy statement for the Meeting;~~Exhibits.

•(d) ~~an advisory vote on the frequency of the advisory votes on the compensation of the Company's named execute officers; and~~Exhibits

•2.1 Agreement ~~ratification~~and Plan of ~~the~~Merger, ~~appointment~~dated as of ~~BDO~~November ~~USA~~6, ~~LLP~~2019, asamong ~~our~~Patton ~~independent~~Wings ~~registered~~Intermediate ~~public~~Holdings, ~~accounting~~Inc., ~~firm~~Golden ~~for~~Merger Sub, Inc. and Diversified Restaurant Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2019).

~~The~~3.1 Restated ~~final~~Articles ~~vote~~of ~~results for these three matters are set forth below.~~Incorporation

~~Proposal No~~3. ~~1 - Adoption of Agreement and Plan of Merger~~2 Bylaws

~~The votes cast on the adoption of the Agreement and Plan of Merger were as follows:~~SIGNATURE

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,519,199	30,023	69	6,479,214

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.

Proposal No. 2 - Approval to Adjourn the Meeting



		PATTON WINGS, INC.

Dated:	February 25, 2020	By:	/s/ Kent Ward
		Name:	Kent Ward
		Title:	Chief Executive Officer

The votes cast on the approval to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the merger proposal, or in the absence of a quorum were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
28,787,721	234,829	5,955	—

Proposal No. 3 - Advisory Vote on Executive Compensation in Connection with the Merger

The votes cast on the advisory vote to approve the compensation payments that will or may be paid to certain named executive officers in connection with the merger were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,421,357	74,024	53,910	6,479,214

Proposal No. 4 - Election of Directors

The votes cast on the election of directors were as follows:

Nominee	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
T. Michael Ansley	21,594,587	954,704	—	6,479,214
Roger Lipton	22,485,532	63,759	—	6,479,214
Jay Alan Dusenberry	22,413,495	135,796	—	6,479,214
Philip Friedman	22,484,732	64,559	—	6,479,214
David Ligotti	21,582,536	966,755	—	6,479,214
Joseph M. Nowicki	22,485,469	63,822	—	6,479,214

Proposal No. 5 - Advisory Vote on Executive Compensation

The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the Meeting were as follows:

Votes For	Votes Against	Abstentions	Broker Non-votes
22,125,370	74,335	349,586	6,479,214

Proposal No. 6 - Advisory Vote on Frequency of Advisory Vote on Executive Compensation

The votes cast on the advisory vote on the frequency of the advisory vote on executive compensation were as follows:

1 Year	2 Years	3 Years	Abstentions	Broker Non-votes
22,154,761	55,003	111,653	227,874	6,479,214

Proposal No. 7 - Appointment of Independent Auditor

The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019 were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
28,670,478	49,426	308,601	—

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		DIVERSIFIED RESTAURANTHOLDINGS, INC.
Dated:	December 19, 2019	By:	/s/ T. Michael Ansley
		Name:	T. Michael Ansley
		Title:	Acting President (Principal Executive Officer)

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