Item 5.07 Submission of Matters to a Vote of Security Holders.

An annual meeting of the stockholders of Diversified Restaurant Holdings, Inc. (the "Company") was held on December 19, 2019 (the "Meeting").

As of November 20, 2019, the record date for the annual meeting, there were 33,324,160 shares of the Company's common stock outstanding and entitled to vote. At the Annual Meeting, 29,028,505 shares, or approximately 87.1% of all outstanding shares of common stock, were present either in person or by proxy.

At the Meeting, our stockholders voted on each of the following matters:



•         adoption of the Agreement and Plan of Merger, dated as of November 6,
          2019, by and among the Company, Patton Wings Intermediate Holdings, LLC
          ("Parent"), and Golden Merger Sub, Inc. ("Merger Sub"), pursuant to
          which Merger Sub will merger with and into the Company, with the
          Company surviving the merger as a direct wholly owned subsidiary of
          Parent;


•         approval to adjourn the Meeting, if necessary or appropriate, including
          to solicit additional proxies if there are insufficient votes at the
          time of the Meeting to approve the merger proposal, or in the absence
          of a quorum;


•         an advisory vote to approve the compensation payments that will or may
          be paid to certain named executive officers in connection with the
          merger;

• election of six directors, each for a one-year term;




•         an advisory vote to approve the compensation of our executives
          disclosed in our proxy statement for the Meeting;


•         an advisory vote on the frequency of the advisory votes on the
          compensation of the Company's named execute officers; and


•         ratification of the appointment of BDO USA, LLP as our independent
          registered public accounting firm for 2019.

The final vote results for these three matters are set forth below.

Proposal No. 1 - Adoption of Agreement and Plan of Merger

The votes cast on the adoption of the Agreement and Plan of Merger were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 22,519,199 30,023 69 6,479,214

Proposal No. 2 - Approval to Adjourn the Meeting

The votes cast on the approval to adjourn the Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the merger proposal, or in the absence of a quorum were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 28,787,721 234,829 5,955

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Proposal No. 3 - Advisory Vote on Executive Compensation in Connection with the Merger

The votes cast on the advisory vote to approve the compensation payments that will or may be paid to certain named executive officers in connection with the merger were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 22,421,357 74,024 53,910 6,479,214

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Proposal No. 4 - Election of Directors

The votes cast on the election of directors were as follows:



Nominee             Votes For  Votes Withheld Abstentions Broker Non-Votes

T. Michael Ansley 21,594,587 954,704 - 6,479,214 Roger Lipton 22,485,532 63,759 - 6,479,214 Jay Alan Dusenberry 22,413,495 135,796 - 6,479,214 Philip Friedman 22,484,732 64,559 - 6,479,214 David Ligotti 21,582,536 966,755 - 6,479,214 Joseph M. Nowicki 22,485,469 63,822 - 6,479,214

Proposal No. 5 - Advisory Vote on Executive Compensation

The votes cast on the advisory vote to approve the compensation of our executives disclosed in our proxy statement for the Meeting were as follows:

Votes For Votes Against Abstentions Broker Non-votes 22,125,370 74,335 349,586 6,479,214

Proposal No. 6 - Advisory Vote on Frequency of Advisory Vote on Executive Compensation

The votes cast on the advisory vote on the frequency of the advisory vote on executive compensation were as follows:

1 Year 2 Years 3 Years Abstentions Broker Non-votes 22,154,761 55,003 111,653 227,874 6,479,214

Proposal No. 7 - Appointment of Independent Auditor

The votes cast on the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2019 were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 28,670,478 49,426 308,601 -

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