Diversified Restaurant Holdings Inc (fka SAUC)

[ErnieBilco]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 18, 2017


To Our Stockholders:

The Annual Meeting of Stockholders of Diversified Restaurant Holdings, Inc. (the “Company”) will be held at the Company’s Detroit Buffalo Wild Wings restaurant, which is located at 1218 Randolph, Detroit, Michigan 48226, on Thursday, May 18, 2017 , at 10:00 a.m., EDT. Details regarding the meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in this proxy statement. We have also made available a copy of our 2016 Annual Report to Stockholders with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business. The Annual Meeting is being held for the following purposes:
(i)
To elect a slate of seven directors for terms to expire at the 2018 Annual Meeting of stockholders;
(ii)
To approve the Company’s Stock Incentive Plan of 2017;
(iii)
To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 ;
(iv)
To hold an advisory vote to approve the compensation of our named executive officers disclosed in this Proxy Statement; and
(v)
To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has fixed March 20, 2017 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors,







/s/ David G. Burke



David G. Burke



Director, President and Chief Executive Officer