The ONE Group Hospitality (STKS) Proxy filing summary

Executive summary

• Achieved 20% revenue growth to $806 million in 2025, driven by Benihana acquisition and integration synergies.

• Adjusted operating income rose 15.2% to $38 million; cost of sales improved by 80 basis points to 19.6%.

• Opened seven new venues, including the first Grill-to-STK conversion, and exited six underperforming locations.

• Signed a major asset-light development deal for 10 Benihana/Benihana Express locations in California.

• Fully repaid revolving credit facility and targeting $38–$42 million in annual capital expenditures for 2026.

Voting matters and shareholder proposals

• Election of three Class I directors for a three-year term expiring in 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 27, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendment to 2019 Equity Incentive Plan to increase shares issuable.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, with 78% independent; classified into three staggered classes.

• Separate CEO and Executive Chairman roles; strong emphasis on diversity and relevant expertise.

• Fully independent Audit, Compensation, and Nominating/Governance Committees.

• No poison pill plan; annual auditor ratification; hedging and short sales prohibited.