Good Times Restaurants (GTIM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for February 20, 2025, with shareholders voting on director elections, executive compensation vote frequency, and auditor ratification.

• Shareholders of record as of December 23, 2024, are eligible to vote, with 10,658,012 shares outstanding.

• Proxy materials are available online 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 vote on the frequency of future say-on-pay votes, with the Board recommending every two years.

• Proposal 3: Ratification of Moss Adams LLP as independent auditor for fiscal year ending September 30, 2025.

• Shareholders can submit proposals for the 2026 meeting by September 12, 2025.

Board of directors and corporate governance

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

• Board leadership roles are separated, with the CEO and Chairman positions held by different individuals.

• The Board acts as its own nominating committee and considers diversity in skills and experience.

• Directors receive annual cash retainers, with additional fees for committee chairs; no stock-based compensation was granted in 2024.

• All directors attended at least 75% of meetings in fiscal 2024.