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Compiled from SEC Form N-PX filings and FIESTA RESTAURANT GROUP INC.’s Form 8-K, filed October 25, 2023 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of October 24, 2023: 2 items on FIESTA RESTAURANT GROUP INC.’s Form 8-K, filed October 25, 2023: 1 approved · 1 without a stated outcome.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024
Explore FIESTA RESTAURANT GROUP INC. in the interactive database Compare manager voting policies
These tallies are FIESTA RESTAURANT GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed October 25, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 1. The Merger Proposal To adopt and approve the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 2023, by and among the Company, Parent and Merger Sub (the "Merger Proposal") | 21,302,463 | 126,733 | 2,488 | -- | -- | 99.4% | Approved | — |
| 2. The Advisory Compensation Proposal To approve, on a non-binding, advisory 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 (the "Advisory Compensation Pr | 21,034,002 | 379,456 | 18,226 | -- | -- | 98% | Not verified | — |
Source: FIESTA RESTAURANT GROUP INC., Form 8-K, filed with the SEC on October 25, 2023 — read the filing on EDGAR.
Each item below shows how the 104 asset managers that disclosed a FIESTA RESTAURANT GROUP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of FIESTA RESTAURANT GROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 5 wordings of this item as funds reported it.
99.4% Approved · of votes cast
Description as filed by funds: A proposal to adopt and approve the Merger Agreement (the "Merger Proposal");
FIESTA RESTAURANT GROUP INC.’s own tally for this item (“1. The Merger Proposal To adopt and approve the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 2023, by and among the Company, Parent and Merger Sub (the "Merger Proposal")”): 21,302,463 for, 126,733 against — passed, per its Form 8-K filed October 25, 2023 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 1: The Merger Proposal To adopt and approve the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 6, 2023, by and among the Company, Parent and Merger Sub (the "Merger Proposal")”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 44 asset managers below reported 4,604,330 for, 555 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Dimensional | 1,126,775 | 0 | 0 | 0 | For |
| Vanguard | 935,823 | 0 | 0 | 0 | For |
| BlackRock | 652,650 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 640,000 | 0 | 0 | 0 | For |
| Fidelity | 389,927 | 0 | 0 | 0 | For |
| Gabelli | 150,000 | 0 | 0 | 0 | For |
| AltShares Trust | 137,924 | 0 | 0 | 0 | For |
| FundVantage Trust | 96,724 | 0 | 0 | 0 | For |
| GDL FUND | 90,726 | 0 | 0 | 0 | For |
| Equitable | 67,468 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 52,400 | 0 | 0 | 0 | For |
| Charles Schwab | 49,947 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 30,882 | 0 | 0 | 0 | For |
| TIAA | 21,833 | 0 | 0 | 0 | For |
| Lincoln Financial | 18,047 | 0 | 0 | 0 | For |
| Neuberger Berman | 13,419 | 0 | 0 | 0 | For |
| Northern Trust | 12,165 | 0 | 0 | 0 | For |
| John Hancock | 10,532 | 0 | 0 | 0 | For |
| Invesco | 10,252 | 0 | 0 | 0 | For |
| Jackson National | 9,480 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,261 | 0 | 0 | 0 | For |
| Legg Mason | 8,318 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 7,432 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 7,017 | 0 | 0 | 0 | For |
| Pacific Life | 6,500 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 3 wordings of this item as funds reported it.
91% of fund votes cast · no official result
Description as filed by funds: A proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").
The 44 asset managers below reported 4,192,814 for, 411,516 against, 555 unknown. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Dimensional | 1,126,775 | 0 | 0 | 0 | For |
| Vanguard | 935,823 | 0 | 0 | 0 | For |
| BlackRock | 652,650 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 640,000 | 0 | 0 | 0 | For |
| Fidelity | 0 | 389,927 | 0 | 0 | Against |
| Gabelli | 150,000 | 0 | 0 | 0 | For |
| AltShares Trust | 137,924 | 0 | 0 | 0 | For |
| FundVantage Trust | 96,724 | 0 | 0 | 0 | For |
| GDL FUND | 90,726 | 0 | 0 | 0 | For |
| Equitable | 67,468 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 52,400 | 0 | 0 | 0 | For |
| Charles Schwab | 49,947 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 30,882 | 0 | 0 | 0 | For |
| TIAA | 21,833 | 0 | 0 | 0 | For |
| Lincoln Financial | 4,047 | 14,000 | 0 | 0 | Mixed |
| Neuberger Berman | 13,419 | 0 | 0 | 0 | For |
| Northern Trust | 12,165 | 0 | 0 | 0 | For |
| John Hancock | 10,532 | 0 | 0 | 0 | For |
| Invesco | 10,252 | 0 | 0 | 0 | For |
| Jackson National | 9,480 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,261 | 0 | 0 | 0 | For |
| Legg Mason | 8,318 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 7,432 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 7,017 | 0 | 0 | 0 | For |
| Pacific Life | 6,500 | 0 | 0 | 0 | For |
Showing the 25 largest of 44 asset managers. See all 44 in the interactive database.
Combines 9 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
Description as filed by funds: A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Fiesta's named executive officers that is based on or otherwise relates to the Merger (the "Advisory Compensation Proposal"); and
FIESTA RESTAURANT GROUP INC.’s own tally for this item (“2. The Advisory Compensation Proposal To approve, on a non-binding, advisory 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 t”): 21,034,002 for, 379,456 against, per its Form 8-K filed October 25, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Dimensional | 1,126,775 | 0 | 0 | 0 | For |
| Vanguard | 935,823 | 0 | 0 | 0 | For |
| BlackRock | 652,650 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 640,000 | 0 | 0 | 0 | For |
| Fidelity | 389,927 | 0 | 0 | 0 | For |
| Gabelli | 150,000 | 0 | 0 | 0 | For |
| AltShares Trust | 137,924 | 0 | 0 | 0 | For |
| FundVantage Trust | 96,724 | 0 | 0 | 0 | For |
| GDL FUND | 90,726 | 0 | 0 | 0 | For |
| Equitable | 67,468 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 52,400 | 0 | 0 | 0 | For |
| Charles Schwab | 49,947 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 30,882 | 0 | 0 | 0 | For |
| TIAA | 0 | 21,833 | 0 | 0 | Against |
| Lincoln Financial | 18,047 | 0 | 0 | 0 | For |
| Neuberger Berman | 13,419 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 12,165 | 0 | 0 | Against |
| John Hancock | 10,532 | 0 | 0 | 0 | For |
| Invesco | 10,252 | 0 | 0 | 0 | For |
| Jackson National | 9,480 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 9,261 | 0 | 0 | 0 | For |
| Legg Mason | 8,318 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 7,432 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 7,017 | 0 | 0 | 0 | For |
| Pacific Life | 6,500 | 0 | 0 | 0 | For |
Fund voting reports, all 44 managers: 4,570,332 for, 33,998 against, 555 unknown. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Private Capital Management, LLC | 1,455,043 | 0 | 0 | 0 | For |
| WATER ISLAND CAPITAL LLC | 800,404 | 0 | 0 | 0 | For |
| Beryl Capital Management LLC | 769,826 | 0 | 0 | 0 | For |
| BOOTHBAY FUND MANAGEMENT, LLC | 746,655 | 0 | 0 | 0 | For |
| GLAZER CAPITAL, LLC | 629,551 | 0 | 0 | 0 | For |
| Goldman Sachs | 504,446 | 0 | 0 | 0 | For |
| Two Sigma | 468,697 | 0 | 0 | 0 | For |
| BlackRock | 454,808 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 412,839 | 0 | 0 | 0 | For |
| DE Shaw | 349,753 | 0 | 0 | 0 | For |
| Gabelli | 316,869 | 0 | 0 | 0 | For |
| EHP Funds Inc. | 300,467 | 0 | 0 | 0 | For |
| State Street | 224,774 | 0 | 0 | 0 | For |
| Renaissance | 177,263 | 0 | 0 | 0 | For |
| Dimensional | 145,523 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 121,891 | 0 | 0 | 0 | For |
| Polar Asset Management Partners Inc. | 100,000 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 81,772 | 0 | 0 | 0 | For |
| PenderFund Capital Management Ltd. | 74,257 | 0 | 0 | 0 | For |
| BANK OF MONTREAL /CAN/ | 71,700 | 0 | 0 | 0 | For |
| Charles Schwab | 49,947 | 0 | 0 | 0 | For |
| STATE OF WISCONSIN INVESTMENT BOARD | 30,300 | 0 | 0 | 0 | For |
| RBC Dominion Securities Inc. | 30,000 | 0 | 0 | 0 | For |
| Nuveen | 0 | 21,833 | 0 | 0 | Against |
| Invesco | 15,354 | 0 | 0 | 0 | For |
Institutional-manager reports, all 70 managers: 8,490,830 for, 54,851 against. Showing the 25 largest; see all in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 26,189,111 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Dimensional | 4.30% |
| 2 | Vanguard | 3.57% |
| 3 | BlackRock | 2.49% |
| 4 | ARBITRAGE FUNDS | 2.44% |
| 5 | Fidelity | 1.49% |
| 6 | Gabelli | 0.57% |
| 7 | AltShares Trust | 0.53% |
| 8 | FundVantage Trust | 0.37% |
| 9 | GDL FUND | 0.35% |
| 10 | Equitable | 0.26% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Private Capital Management, LLC | 5.56% |
| 2 | WATER ISLAND CAPITAL LLC | 3.06% |
| 3 | Beryl Capital Management LLC | 2.94% |
| 4 | BOOTHBAY FUND MANAGEMENT, LLC | 2.85% |
| 5 | GLAZER CAPITAL, LLC | 2.40% |
| 6 | Goldman Sachs | 1.93% |
| 7 | Two Sigma | 1.79% |
| 8 | BlackRock | 1.74% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.58% |
| 10 | DE Shaw | 1.34% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Jefferies Financial Group Inc . | 20.09% | DEF14A |
| T. Rowe Price Associates, Inc. | 17.28% | DEF14A |
| AREX Capital Master Fund, LP | 9.57% | DEF14A |
| Private Capital Management, LLC | 6.50% | DEF14A |
| Richard C. Stockinger | 1.15% | DEF14A |
| Dirk Montgomery | 0.83% | DEF14A |
| Louis DiPietro | 0.44% | DEF14A |
| Hope Diaz | 0.35% | DEF14A |
| Stacey Rauch | 0.24% | DEF14A |
| Patricia Lopez-Calleja | 0.23% | DEF14A |
Percentages above are of 26,189,111 shares outstanding, as reported by FIESTA RESTAURANT GROUP INC. on its Form 10-Q dated August 3, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FIESTA RESTAURANT GROUP INC.’s 10-Q dated August 3, 2023. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At FIESTA RESTAURANT GROUP INC.'s shareholder meeting held October 24, 2023, in the 2023-2024 proxy season, 104 asset managers reported how they voted in their SEC Form N-PX filings, covering 435 separate fund positions. Their filings are grouped here into 3 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or… — FOR was 98% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: FIESTA RESTAURANT GROUP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on October 25, 2023.
FIESTA RESTAURANT GROUP INC. proxy season coverage: 2023-2024 (this page).
Download data (CSV): ballot items · votes by manager · column guide.