DFRG Del Friscos Restaurant Group Inc

On September 4, 2019, Del Frisco’s Restaurant Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at the Del Frisco’s Double Eagle located in Dallas, Texas.

As of July 23, 2019, the record date for the Special Meeting, there were 33,490,983 shares of the Company’s common stock outstanding and entitled to vote. At the Special Meeting, 22,668,175 shares, or approximately 67.68% of all outstanding shares of common stock, were present either in person or by proxy.

At the Special Meeting, three proposals were considered:

(1) The proposal to adopt the Agreement and Plan of Merger, dated as of June 23, 2019 (the “Merger Agreement”), by and among the Company, Harlan Parent, Inc. (“Parent”), and Harlan Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub were formed by affiliates of L Catterton. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger Proposal”).

(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 (the “Compensation Proposal”).

(3) The proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

At the Special Meeting, the Merger Proposal and the Compensation Proposal were approved by stockholders. Sufficient votes were also received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The table below shows the final voting results from the Special Meeting.