DEFA14A

DEFA14A 1 d694642ddefa14a.htm DEFA14A DEFA14A

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

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¨		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

FIESTA RESTAURANT GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 1, 2014.

FIESTA RESTAURANT GROUP, INC.

Meeting Information

Meeting Type:

Annual Meeting

For holders as of:

March 6, 2014

Date: May 1, 2014 Time: 8:00 AM, CDT

Location: Pollo Tropical

LOGO

FIESTA RESTAURANT GROUP, INC.

ATTN: LYNN S. SCHWEINFURTH, VP/CFO

14800 LANDMARK BOULEVARD, SUITE 500

ADDISON, TX 75254

5290 Belt Line Road

Addison, Texas 75254

LOGO

You are receiving this communication because you hold shares in the company named above.

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 (located on the following page) and visit: www.proxyvote.com.

		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 (located on the following page) in the subject line.

		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 April 17, 2014 to facilitate timely delivery.

		— How To Vote — Please Choose One of the Following Voting Methods

		Vote In Person: Many stockholder 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 (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


		Voting Items


The Annual Meeting of Stockholders will be held on Thursday, May 1, 2014 at 8:00 AM, CDT at Pollo Tropical 5290 Belt Line Road, Addison, Texas 75254 for the following purpose’s:

The Board of Directors recommends you vote FOR items 1 and 2:

1.	To elect as Class II Directors of Fiesta Restaurant Group, Inc., the nominees below:

	Nominees:

	01)	Barry J. Alperin

	02)	Stephen P. Elker

	03)	Brian P. Friedman

2.	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 1 YEAR for item 3:

3.		To select, on an advisory basis, the frequency of the advisory stockholder vote on the compensation of the Company’s Named Executive Officers.

The Board of Directors recommends you vote FOR item 4:

4.		To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiesta Restaurant Group, Inc. for the 2014 fiscal year.

5.		In their discretion, upon such other business that may properly come before the meeting or any adjournment or adjournments thereof.


		NOTE: The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no such direction is made, this proxy will be voted FOR items 1, 2 and 4 and for 1 year for item 3. If any other matters properly come before the meeting, the stockholder(s) named in this proxy will vote in their discretion.
		These items of business are more fully described in the Proxy Statement. Only stockholders of record on March 6, 2014 may vote at the meeting or any adjournment thereof. To vote by Internet, go to www.proxyvote.com.