Nathan's Famous (NATH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 10, 2024, to elect ten directors and ratify Marcum LLP as auditor for fiscal 2025.

• Proxy materials distributed to shareholders of record as of July 22, 2024, with voting available by mail, phone, internet, or in person.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on the election of ten directors for a one-year term and the ratification of Marcum LLP as independent auditor.

• Plurality voting applies for directors; majority of votes cast required for auditor ratification.

• Shareholder proposals for the 2025 meeting must be received by March 29, 2025, for proxy inclusion.

• Advance notice and universal proxy rules apply for director nominations.

Board of directors and corporate governance

• Board consists of ten directors, with a mix of management and independent members.

• Executive Chairman and CEO roles are separated; Howard Lorber is Executive Chairman, Eric Gatoff is CEO.

• Three standing committees: Audit, Compensation, and Nominating, all composed of independent directors.

• Board diversity matrix: 1 female, 9 male directors; all directors attended last annual meeting except one.

• Stock ownership guidelines and insider trading policies in place for directors and officers.