DEFR14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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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

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

J. ALEXANDER’S HOLDINGS, 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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	(1)	Title of each class of securities to which transaction applies:
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☐	Fee paid previously with preliminary materials.

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J. ALEXANDER’S HOLDINGS, INC.

3401 West End Avenue, Suite 260

P.O. Box 24300

Nashville, Tennessee 37202

SUPPLEMENT TO PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

June 20, 2019

The following information supplements and amends the J. Alexander’s Holdings, Inc. (the “Company”) definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 10, 2019 (as previously supplemented on May 10, 2019, the “Proxy Statement”) for the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Thursday, June 20, 2019, at 9:30 a.m., central time, at Redlands Grill, 2609 West End Avenue, Nashville, Tennessee 37203. This Supplement, which should be read in conjunction with the Proxy Statement, is first being made available to shareholders of the Company on or about May 23, 2019.

Only shareholders of record at the close of business on April 26, 2019 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.

On May 14, 2019, Ancora Advisors, LLC filed preliminary proxy materials with the Securities and Exchange Commission (the “SEC”) indicating its intent to solicit proxies from J. Alexander’s shareholders, including with respect to casting (i) withhold votes with respect to the re-election of two directors of the Company’s Board of Directors (the “Board”): Timothy T. Janszen and Ronald B. Maggard, Sr., and (ii) votes against the approval of the Company’s Amended and Restated 2015 Equity Incentive Plan. We are not responsible for the accuracy of any information provided by or relating to Ancora Advisors, LLC or its affiliates (collectively, “Ancora”) contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Ancora or any other statements that Ancora may otherwise make. Ancora chooses which of the Company’s shareholders will receive Ancora’s solicitation materials.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS REJECT ANCORA’S PROXY SOLICITATION. THE BOARD URGES SHAREHOLDERS TO VOTE FOR THE ELECTION OF THE BOARD’S NOMINEES NAMED IN THE COMPANY’S PROXY STATEMENT AND FOR THE APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN.

YOU CAN VOTE YOUR SHARES BY SIGNING AND DATING THE WHITE PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID RETURN ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE WHITE PROXY CARD. IF YOUR SHARES ARE HELD THROUGH A BROKER, BANK OR NOMINEE, YOU MUST PROVIDE VOTING INSTRUCTIONS TO THE BROKER, BANK OR NOMINEE ON HOW TO VOTE YOUR SHARES.

IF AT ANY TIME YOU VOTE ON ANCORA’S PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOUR LATER DATED WHITE PROXY CARD OR YOUR VOTE AT A LATER DATE BY INTERNET OR TELEPHONE WILL REVOKE ANY PRIOR PROXY. ATTENDING THE ANNUAL MEETING WILL NOT REVOKE YOUR PROXY UNLESS YOU SPECIFICALLY REQUEST IT. IT IS YOUR LATEST DATED PROXY WHICH COUNTS. IF YOUR SHARES ARE HELD FOR YOU BY A BROKER, BANK OR NOMINEE, YOU MUST CONTACT THE BROKER, BANK OR NOMINEE TO REVOKE A PREVIOUSLY AUTHORIZED PROXY.

YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE REQUEST THAT YOU READ THE PROXY STATEMENT AND VOTE YOUR SHARES AS SOON AS POSSIBLE.

Broker Non-Votes

Under New York Stock Exchange (“NYSE”) rules, brokerage firms may vote in their discretion on certain matters on behalf of clients who do not provide voting instructions. Given the contested nature of the Annual Meeting, for any accounts to which brokers deliver competing sets of proxy materials, the NYSE rules governing brokers’ discretionary authority will not permit such brokers to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting.

If you hold your shares in street name, it is critical that you cast your vote by instructing your bank, broker or other nominee on how to vote if you want your vote to be counted at the Annual Meeting.

Note Regarding Proxy Materials

If shareholders have any questions, require assistance with voting the WHITE proxy card, or need additional copies of the proxy materials, please contact the Company’s proxy solicitor, Georgeson LLC, toll-free at (866) 295-4321.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 20, 2019: The Notice, the Proxy Statement, this Proxy Statement Supplement and Annual Report are available at www.proxyvote.com.

MISCELLANEOUS INFORMATION

Participants in the Solicitation

Under applicable regulations of the SEC, members of the Board and certain executive officers of the Company may be deemed to be “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting. Certain information concerning participants is set forth in the Proxy Statement, this Supplement and in Annex A hereto.

Method and Cost of Proxy Solicitation

As a result of the proxy contest initiated by Ancora, the Company will incur substantial additional costs in connection with its solicitation of proxies. The Company has retained Georgeson LLC (“Georgeson”) to assist in the solicitation of proxies for a fee of $125,000 plus out-of-pocket expenses. Georgeson will employ approximately 45 people to solicit proxies from the Company’s shareholders. The Company has agreed to indemnify Georgeson against certain liabilities arising out of or relating to Georgeson’s engagement.

Expenses related to the solicitation of proxies from shareholders, excluding salaries and wages of the Company’s employees, are expected to aggregate up to approximately $250,000, excluding expenses the Company would typically incur in connection for the election of directors in an uncontested election. These expenses are expected to include the fee payable to the Company’s proxy solicitor; fees of outside counsel and other advisors to advise the Company in connection with the solicitation; increased mailing costs, such as the costs of additional mailings of solicitation material to shareholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners of the Company’s common stock, as described above; and possibly the costs of retaining an independent inspector of election. To date, the Company has incurred approximately $170,000 of these solicitation costs. Members of the Board, officers and employees of the Company will not be paid any additional compensation for soliciting proxies from shareholders.

ANNEX A TO 2019 PROXY STATEMENT SUPPLEMENT

ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION

Under applicable SEC rules and regulations, members of the Board, the Board’s nominees, and certain officers of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the 2019 Annual Meeting. The following sets forth certain information about the persons who are “participants.”

Directors and Nominees

The following table sets forth the names of the Company’s directors; Timothy T. Janzsen and Ronald B. Maggard, Sr. are the only nominees for director at the Annual Meeting. The principal occupations or employment of the Company’s directors are set forth under the heading “Proposal No. 1.— Election of Directors” in the Proxy Statement. The business address of each of the Company’s directors is c/o J. Alexander’s Holdings, Inc., 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, TN 37202.

Timothy T. Janszen (nominee)

Ronald B. Maggard, Sr. (nominee)

Frank R. Martire

Raymond R. Quirk

Douglas K. Ammerman

Lonnie J. Stout II

Executive Officers

The principal occupations of the Company’s executive officers who are considered “participants” in the Company’s solicitation of proxies are set forth below, except for Mr. Stout, whose occupation is set forth under the heading “Proposal No. 1.— Election of Directors” of the Proxy Statement. The principal occupation refers to such person’s position with the Company, and the business address for each person is c/o J. Alexander’s Holdings, Inc., 3401 West End Avenue, Suite 260, P.O. Box 24300, Nashville, TN 37202.


Name		Principal Occupation
Mark A. Parkey		President and Chief Executive Officer
Jessica L. Hagler		Vice President, Chief Financial Officer, Treasurer and Secretary

Information Regarding Ownership of the Company’s Securities by Participants

Except as described in this Annex A or the Proxy Statement, none of the persons listed above under “Directors and Nominees” or “Executive Officers” owns any Company securities of record that they do not own beneficially. The number of Company securities beneficially owned by directors and named executive officers as of April 26, 2019 is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Information Regarding Transactions in Company Securities by Participants

The following table sets forth purchases and sales of the Company’s securities during the past two years by the persons listed above under “Directors and Nominees” and “Executive Officers.” Unless otherwise indicated, all transactions were in the public market or pursuant to the Company’s equity compensation plans and none of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

Company Securities Purchased or Sold (4/26/17 through 4/26/19)


Name	Date		# of Securities		Transaction Description
Timothy T. Janszen		02/21/2018		20,000	Acquisition – Award of Non-Qualified Stock Options
Ronald B. Maggard, Sr.		02/21/2018		20,000	Acquisition – Award of Non-Qualified Stock Options
Frank R. Martire		02/21/2018		20,000	Acquisition – Award of Non-Qualified Stock Options
Raymond R. Quirk		02/21/2018		20,000	Acquisition – Award of Non-Qualified Stock Options
Douglas K. Ammerman		02/21/2018		20,000	Acquisition – Award of Non-Qualified Stock Options
Lonnie J. Stout II		02/21/2018		125,000	Acquisition – Award of Employee Stock Option
Mark A. Parkey		02/21/2018		60,000	Acquisition – Award of Employee Stock Option
Jessica L. Hagler		02/21/2018		25,000	Acquisition – Award of Employee Stock Option

Miscellaneous Information Concerning Participants

Except as described in this Annex A or in the Proxy Statement, neither any participant nor any of their respective associates or affiliates (together, the “Participant Affiliates”) is either a party to any transaction or series of transactions since January 1, 2017 or has knowledge of any current proposed transaction or series of proposed transactions (i) to which the Company or any of its subsidiaries was or is to be a participant, (ii) in which the amount involved exceeds $120,000 and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Annex A or in the Proxy Statement, (a) no participant or Participant Affiliate, directly or indirectly, beneficially owns any securities of the Company or any securities of any subsidiary of the Company, and (b) no participant owns any securities of the Company of record but not beneficially.

Except as described in this Annex A or in the Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person with respect to any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.

Except as described in this Annex A or in the Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since January 1, 2018 with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Except as described in this Annex A or in the Proxy Statement, and excluding any director or executive officer of the Company acting solely in that capacity, no person who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.