Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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CARROLS 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

Shareholder Meeting to Be Held on August 29, 2012

 

   

 

CARROLS RESTAURANT GROUP, INC.

    

 

Meeting Information

    
       

 

  Meeting Type:         Annual Meeting

    
       

 

  For holders as of:    July 3, 2012

    
       

 

  Date:    August 29, 2012     Time:  9:00 AM EDT

    
       

 

  Location:  Crowne Plaza Hotel Syracuse

    
       

  701 East Genesee Street

    
   

 

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CARROLS RESTAURANT GROUP, INC.

ATTN: PAUL R. FLANDERS, VP/CFO

968 JAMES STREET

SYRACUSE, NY 13203

    

  Syracuse, New York 13210

 

    
         

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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

 

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— How To Vote —

Please Choose One of the Following Voting Methods

 

   

 

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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 ¨ LOGO 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

              
 

Wednesday, August 29, 2012 at 9:00 a.m. EDT at the

Crowne Plaza Hotel Syracuse

701 East Genesee Street, Syracuse, New York 13210 for the following purposes:

 

The Board of Directors recommends that you vote FOR items 1, 2 and 3.

            
 

 

1.  

  

 

To elect as Class III Directors of Carrols Restaurant Group, Inc., the nominees below:

 

Nominees:

 

01)    David S. Harris

02)    Nicholas Daraviras

            
  2.   To remove the restrictions that limit the conversion of the outstanding Series A Convertible Preferred Stock and the number of shares of common stock issuable upon such conversion to an aggregate amount of shares not to exceed 19.9% of the outstanding shares of common stock as of the date of the issuance of the Series A Convertible Preferred Stock.
 

3.

   To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Carrols Restaurant Group, Inc. for the 2012 fiscal year.
 

 

4.

  

 

In their discretion, upon such other matters 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 direction is made, this proxy will be voted FOR items 1, 2 and 3. If any other matters properly come before the meeting, the person(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 July 3, 2012 may vote at the meeting or any adjournment thereof. To vote by Internet, go to www.proxyvote.com.

 

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