Flanigan's Enterprises (BDL) Proxy filing summary

Executive summary

• Annual meeting scheduled for February 28, 2025, with votes on three director seats, say-on-pay and say-on-pay frequency. The Board recommends all three nominees, say-on-pay approval and a three-year voting cycle.

• Shareholders of record on January 10, 2025, may vote; 1,858,647 common shares were outstanding, with one vote per share.

Voting matters and shareholder proposals

• Nominees Jeffrey D. Kastner, Michael B. Flanigan and M.E. Betsy Bennett seek three-year terms through the 2028 annual meeting; election requires the highest number of affirmative votes cast.

• Say-on-pay is advisory and non-binding; the Board recommends approval. The frequency vote is advisory, with the Board recommending a vote every three years as a cost-efficient period to assess pay and respond to feedback.

• Say-on-pay and director elections require a plurality of votes cast; the frequency choice receiving the most votes determines the cycle. Shareholder proposals for the 2026 meeting must arrive by September 26, 2025.

Board of directors and corporate governance

• The Board has nine members in three classes; James G. Flanigan is Chairman, CEO and President. It held four meetings in FY2024, and every director attended at least 75% of Board and applicable committee meetings.

• The Board deems the organization a controlled issuer; only M.E. Betsy Bennett, Christopher J. Nelms and John P. Foster are independent. The Independent Committee was dissolved May 23, 2024, after receiving no referrals for FY2024 or many prior years.

• The Corporate Governance and Nominating Committee considers shareholder-recommended candidates; all directors attended the 2024 annual meeting. Insider trading rules prohibit hedging, pledging and holding securities in margin accounts.