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): ~~July~~August 3011, 2021

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Maryland

01-7829

54-0646173

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

6446 Edsall Road, Alexandria, VA 22312

(Address of principal executive offices, including zip code)

(703) 941-6300

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common stock (par value $.10)	BWL-A	NYSE American

Item 85.0107. ~~Other~~Submission ~~Information~~of Matters to a Vote of Security Holder.

On ~~July~~August 3011, 2021, Bowl America Incorporated (the “Company”) ~~issued~~held a ~~press release announcing that its Board of Directors have declared a~~ special ~~cash~~meeting ~~dividend~~ of ~~$0.60~~its ~~per~~stockholders ~~share on~~ (the ~~Company’s~~“Special ~~Class~~Meeting”) ~~A and B Common Stock payable~~ to ~~stockholders~~consider ofand ~~record~~vote asupon ofseveral ~~August~~matters ~~12,~~in ~~2021.~~connection ~~The~~with ~~special~~its ~~dividend~~pending ~~will~~merger ~~be paid at or promptly after~~ (the ~~effective time of the Company’s pending~~ “merger”) with Bowlero Corp., ~~and~~a isDelaware ~~contingent~~corporation in(“Parent”), ~~all~~pursuant ~~respects~~to on the ~~closing.~~Agreement ~~Because~~and ~~the~~Plan ~~payment~~ of ~~the~~Merger, ~~dividend~~dated isas ~~contingent on the closing~~ of ~~the~~May ~~merger~~27, ~~shareholders~~2021, ~~must~~by ~~continue~~and toamong ~~hold~~the ~~their~~Company, ~~shares~~Parent ofand ~~common~~Potomac ~~stock~~Merger ~~through~~Sub, ~~the~~Inc. ~~closing of~~ (the ~~merger~~“Merger inAgreement”). ~~order~~The toMerger ~~receive~~Agreement ~~the~~and ~~special dividend. If~~ the ~~pending~~transactions ~~merger~~contemplated ~~with~~thereby ~~Bowlero~~are ~~Corp.~~described ~~does~~in ~~not~~more ~~close,~~detail in the ~~special~~definitive ~~dividend~~proxy ~~will~~statement, ~~not~~dated beJuly ~~paid~~13, to2021, ~~stockholders.~~filed Aby ~~copy of~~ the ~~press~~Company ~~release~~with isthe ~~attached~~Securities ~~hereto as Exhibit 99.1~~ and isExchange ~~incorporated herein by reference~~Commission.

~~Additional~~At ~~Information~~the Special Meeting, holders of the Company’s Class A and ~~Where~~Class ToB ~~Find~~Common ItStock were asked to vote upon: (1) the approval of the merger of Merger Sub with and into the Company with the Company surviving as an indirect wholly-owned subsidiary of Parent (the “Merger”) pursuant to the Merger Agreement (“Proposal 1”); and (2) an advisory (non-binding) vote to approve certain items of compensation that are based on or otherwise related to the merger that may become payable to the Company’s named executive officer under an existing agreement with the Company (“Proposal 2”). As there were sufficient votes at the time of the Special Meeting to approve Proposal 1 and Proposal 2, the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting was rendered moot and was not submitted for a vote.

In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission (SEC) a definitive proxy statement on Schedule 14A and may file other documents with the SEC regarding the proposed transaction1. ~~This~~Proposal ~~release~~1: isApproval ~~not~~of ~~a substitute for~~ the ~~proxy~~Merger ~~statement~~pursuant or any other document that the Company may file with the SEC. INVESTORS IN, AND SECURITY HOLDERS OF, THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY, THE DEFINITIVE PROXY STATEMENT AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The definitive proxy statement and other relevant materials for the proposed transaction have been mailed to ~~stockholders of~~ the ~~Company~~Merger as of the July 12, 2021 record date. Investors and security holders may obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the web site maintained by the SEC at www.sec.gov or by contacting the Company at 6446 Edsall Road, Alexandria, Virginia 22312 or by telephone at (703) 941-6300.Agreement:

~~Participants~~Approval inof the ~~Solicitation~~Proposal 1, the Merger pursuant to the Merger Agreement proposal, required the affirmative vote of at least a majority of the aggregate number of votes entitled to be cast by holders of the Company’s Class A and B Common Stock, voting together as a single class, as of the close of business on July 12, 2021, the record date for the Special Meeting. Stockholders approved Proposal 1, voting as follows:

The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information regarding the persons who may be deemed participants in the solicitation of proxies in connection with the proposed transaction is set forth in the definitive proxy statement filed with the SEC.

For	Against	Abstain
15,578,154	696,305	1,485

Proposal 2: Advisory (Non-~~Solicitation~~Binding) Compensation Proposal:

~~This~~Approval ~~Form~~of 8Proposal 2, the advisory (non-Kbinding) ~~shall~~compensation ~~not~~proposal, ~~constitute~~required the affirmative vote of a ~~solicitation~~majority of the aggregate number of votes cast by holders of shares of Common Stock, voting together as a ~~proxy~~single class, ~~consent~~as orof ~~authorization~~the ~~with~~close ~~respect~~of tobusiness ~~any~~on ~~securities~~July or12, in2021, ~~respect~~the ofrecord date for the ~~proposed~~Special ~~transaction~~Meeting. Stockholders approved Proposal 2, voting as follows:

Item 9.01. Financial Statements and Exhibits

FOR	AGAINST	ABSTAIN
15,445,598	828,920	1,425

~~(d)~~The ~~Exhibits~~Company expects to consummate the merger on or about August 16, 2021.

~~Exhibit 99.1 Press Release dated July 30, 2021~~2

SIGNATURES

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.

	BOWL AMERICA INCORPORATED
Date: July 30, 2021	By:	/s/ Cheryl A. Dragoo
Date: August 11, 2021	By:	/s/ Cheryl A. Dragoo
		Cheryl A. Dragoo
		Cheryl A. Dragoo President and Chief Executive Officer
		President and Chief Executive Officer

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