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

Executive summary

• The 2025 Annual Meeting will be held virtually on June 18, 2025, with shareholders able to vote online or by proxy.

• Key business includes electing seven directors, ratifying KPMG as auditor, an advisory vote on executive compensation, and approval of a new omnibus incentive plan.

• Fiscal 2024 saw revenue of $2.1 billion (down 3.3%), net income of $58.3 million, and adjusted EBITDA of $506.2 million.

• Fourteen new venues opened, including the first franchise in India, and updated corporate responsibility reports were published.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, auditor ratification, executive compensation (say-on-pay), and the 2025 Omnibus Incentive Plan.

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

• Shareholder proposals for the 2026 meeting must be submitted by January 8, 2026, for proxy inclusion.

Board of directors and corporate governance

• Seven nominees are proposed for election, with three current directors not standing for reelection and the board size reduced from eight to seven.

• The board is majority independent, with strong governance practices, annual elections, and director stock ownership requirements.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Finance, all with independent members.

• Board and committee evaluations, director education, and no shareholder rights plan are highlighted.