FAT Brands (FAT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 24, 2024, with voting on director elections, an amendment to the Certificate of Incorporation, executive compensation, and auditor ratification.

• Stockholders of record as of November 21, 2024, are entitled to vote, with Class B shares carrying 2,000 votes per share and Class A shares one vote per share.

• The company is classified as a "controlled company" under NASDAQ rules, with a majority of voting power held by Fog Cutter Holdings LLC.

Voting matters and shareholder proposals

• Four main proposals: election of 14 directors, amendment for officer exculpation, advisory vote on executive compensation, and ratification of Macias Gini & O'Connell, LLP as auditor.

• The board recommends voting in favor of all proposals.

• Stockholder proposals for the 2025 meeting must be submitted by August 6, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of 14 members, with seven considered independent and one more expected to become independent in January 2025.

• The board meets bi-weekly, and the Audit Committee is fully independent.

• The company does not have a formal nominating committee due to its controlled company status; the full board nominates directors.

• Board diversity matrix and director biographies are disclosed.