Good Times Restaurants (GTIM) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held on February 19, 2026, to elect directors, hold an advisory vote on executive compensation, and ratify the appointment of the independent auditor.

• Shareholders of record as of December 22, 2025, are entitled to vote, with 10,557,896 shares outstanding, each entitled to one vote.

• Proxy materials are available electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors to serve until the next annual meeting.

• Proposal 2: Advisory (non-binding) vote on the compensation of named executive officers (say-on-pay).

• Proposal 3: Ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year ending September 29, 2026.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by September 7, 2026.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent under NASDAQ rules.

• Board leadership roles are separated; CEO and Chairman are different individuals.

• Two standing committees: Audit (three members, all independent) and Compensation (two members, all independent).

• No standing nominating committee; the Board acts as nominating committee.

• Directors are selected for diverse skills and experience; no formal diversity policy.

• Non-employee directors receive $32,000 annually plus $1,000 for certain chair roles; no stock-based compensation granted in 2025.