Dave & Buster's Entertainment (PLAY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders able to vote online or by proxy as of the April 23, 2026 record date.

• Key business includes electing seven directors, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• Fiscal 2025 saw revenue of $2.1 billion (down 1.4%), a net loss of $48.7 million, and adjusted EBITDA of $436.6 million.

• Eleven new venues were opened, including international franchise expansion in India, the Philippines, and the Dominican Republic, with further global openings planned for fiscal 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) ratification of KPMG as auditor, and (3) advisory approval of executive compensation.

• All proposals require a majority of votes cast for approval.

• Shareholder proposals for the 2027 meeting must be submitted by January 6, 2027 for proxy inclusion.

Board of directors and corporate governance

• The board will have seven members post-meeting, with six independent directors and one CEO.

• Committees (Audit, Compensation, Nominating & Governance, Finance) are composed solely of independent directors.

• Board skills include executive leadership, finance, strategy, hospitality, and marketing.

• Annual director elections, majority voting, mandatory retirement age, and stock ownership guidelines are in place.

• No shareholder rights plan is in effect.