BT Brands, Inc.

For the period ended Nov 14, 2024. Filed Nov 13, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 14, 2024 · Filed Nov 13, 2024

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DEF 14A 1 btb_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant	☒
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
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

BT BRANDS, 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):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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☐	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.
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405 West Main Avenue, Suite 2D

West Fargo, North Dakota 58078

November 14, 2024

To the Stockholders of BT Brands, Inc.:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of BT Brands, Inc. (the “Company”) to be held on Friday, December 6, 2024 at 3:00 p.m., Central Time, at the Second Floor Conference Room, 10501 Wayzata Boulevard South, Minnetonka, Minnesota 55303.

The accompanying Notice of Annual Meeting and Proxy Statement contain details of the business to be conducted at the annual meeting.

Your vote is very important. Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet or mail. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with your voting instruction card.

On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in BT Brands, Inc.

Sincerely yours,

/s/ Gary Copperud

Gary Copperud Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date	3:00 p.m., Central Time, on Friday, December 6, 2024
Place	Second Floor Conference Room, 10501 Wayzata Boulevard South, Minnetonka, Minnesota 55303.
Items of Business	1.	To elect five directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified.
	2.	To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance thereunder from 50,000,000 to 150,000,000.
	3.	To ratify the appointment of Boulay PLLP as our independent registered public accounting firm for our fiscal year ending December 29, 2024.
	4.	To hold a non-binding advisory vote on the 2023 compensation paid by the Company to our named executive officers as disclosed in this proxy statement;
	5.	To vote on the frequency of such nonbinding advisory votes regarding the executive compensation of named executive officers, every one (1), two (2) or three (3) years; and
	6.	To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
	These items of business are more fully described in the Proxy Statement accompanying this Notice.
Record Date	October 18, 2024 Only stockholders of record as of October 18, 2024 are entitled to notice of and to vote at the Annual Meeting.
Availability of Proxy Materials	The Proxy Statement, Notice of Annual Meeting, form of proxy and our annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”), is first being sent or given on or about November 14, 2024 to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our annual report can be accessed as of January 17, 2024 by visiting www.cstproxy.com/btbrandsinc/am2024.
Voting	Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions by mail as soon as possible. If you hold shares of common stock through an account with a broker, dealer, bank, or other nominee, please follow the instructions you receive from them to vote your shares.

By Order of the Board of Directors,

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE DIRECTOR NOMINEES AND “FOR” EACH OF PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4, AND FOR THREE (3) YEARS IN PROPOSAL 5, AND FOR ANY OTHER PROPOSAL PROPERLY PRESENTED AT THE TIME OF THE ANNUAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

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