UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
CARROLS RESTAURANT GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party |
| 4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
|
CARROLS RESTAURANT GROUP, INC. |
Meeting Information |
|||||||||
|
Meeting Type: Annual Meeting |
||||||||||
|
For holders as of: April 19, 2011 |
||||||||||
|
Date: June 9, 2011 Time: 9:00 AM EDT |
||||||||||
|
Location: Crowne Plaza Hotel Syracuse |
||||||||||
| 701 East Genesee Street |
||||||||||
|
CARROLS RESTAURANT GROUP, INC. ATTN: PAUL R. FLANDERS, VP/CFO 968 JAMES STREET SYRACUSE, NY 13203 |
Syracuse, New York 13210
|
|||||||||
|
|
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
| |||||||||
| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||||||
| — Before You Vote — How to Access the Proxy Materials |
||||||||||
| Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT 10-K WRAP
How to View Online:
Have the information that is printed in the box marked by the arrow ¨
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
|
||||||||||
| 1) BY INTERNET: |
www.proxyvote.com | |||||||||
| 2) BY TELEPHONE: |
1-800-579-1639 | |||||||||
| 3) BY E-MAIL*: |
sendmaterial@proxyvote.com | |||||||||
|
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by
the arrow ¨
|
||||||||||
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 29, 2011 to facilitate timely delivery. | ||||||||||
|
— How To Vote — Please Choose One of the Following Voting Methods
|
||||||||||
|
|
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
|
|||||||||
|
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in
the box marked by the arrow
¨
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
|
||||||||||
(located on the following page) and visit: www.proxyvote.com. 
(located on the following page) in the subject line.
available and follow the instructions.
| Voting Items | ||||||||||||||
| The Annual Meeting of Stockholders will be held on |
||||||||||||||
| Thursday, June 9, 2011 at 9:00 a.m. EDT at the Crowne Plaza Hotel Syracuse, 701 East Genesee Street, Syracuse, NY 13210 for the following purposes:
The Board of Directors recommends that you vote “FOR” items 1, 2, 3 and 5. |
||||||||||||||
|
1. |
To elect as Class II Directors of Carrols Restaurant Group, Inc., the nominees below:
Nominees:
01) Joel M. Handel 02) Clayton E. Wilhite |
|||||||||||||
| 2. | To (i) adopt an amendment to the Carrols Restaurant Group, Inc. 2006 Stock Incentive Plan as amended, and (ii) approve the Carrols Restaurant Group, Inc. 2006 Stock Incentive Plan as amended, for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended. | |||||||||||||
| 3. | To adopt, on an advisory basis, a resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation”. | |||||||||||||
|
The Board of Directors recommends you vote 3 YEARS on the following proposal 4: |
||||||||||||||
| 4. |
To select, on an advisory basis, the frequency of the advisory stockholder vote on the compensation of the Company’s Named Executive Officers. | |||||||||||||
| 5. |
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Carrols Restaurant Group, Inc. for the 2011 fiscal year. | |||||||||||||
|
6. |
In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. | |||||||||||||
|
These items of business are more fully described in the Proxy Statement. Only stockholders of record on April 19, 2011 may vote at the meeting or any adjournment thereof. To vote by Internet, go to www.proxyvote.com. | ||||||||||||||
