FAT Brands (FAT) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for December 24, 2024, with four main proposals: election of 14 directors, amendment to the Certificate of Incorporation for officer exculpation, advisory vote on executive compensation, and ratification of the independent auditor appointment.

• Voting rights are structured with Class A shares having one vote each and Class B shares having 2,000 votes each, voting as a single class.

• The company is classified as a "controlled company" under NASDAQ rules due to majority ownership by Fog Cutter Holdings LLC.

Voting matters and shareholder proposals

• Shareholders will vote on electing 14 directors, approving officer exculpation, a non-binding say-on-pay, and ratifying 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 December 2025.

Board of directors and corporate governance

• The board consists of 14 members, with seven considered independent; Mark Elenowitz serves as lead independent director.

• Board meetings are held bi-weekly, and the Audit Committee is fully independent.

• The board does not have a separate nominating committee; the full board handles nominations.

• The company has a written code of ethics and an insider trading policy.