Flanigan's Enterprises (BDL) Proxy filing summary

Executive summary

• Annual meeting scheduled for February 27, 2026, at 10:00 a.m. local time in Fort Lauderdale; record date January 9, 2026. Management will report on FY2025 performance and answer shareholder questions.

• Shareholders are asked to elect three directors; the Board recommends voting FOR August H. Bucci, Christopher J. Nelms and Patrick J. Flanigan.

Voting matters and shareholder proposals

• Three director nominees seek three-year terms ending in 2029; election requires a plurality of votes cast, with no cumulative voting. The Board unanimously recommends FOR each nominee.

• Each common share carries one vote; 1,858,647 shares were outstanding on the January 9, 2026 record date. A majority of outstanding shares present in person or by proxy constitutes a quorum.

• 2027 shareholder proposals for proxy inclusion must reach the Secretary by September 25, 2026; advance notice applies to nominations and other business, subject to the stated meeting-date exception.

• Voting is available by mail or in person; online voting is unavailable. Final results are to be reported on Form 8-K within four business days after the meeting.

Board of directors and corporate governance

• The Board has nine directors in three classes; nominees Bucci, Nelms and Patrick J. Flanigan are current directors. Directors unanimously recommend their election.

• Leadership changes in 2026: James G. Flanigan resigned as President and Board Chair; Christopher O'Neil became President; Jeffrey D. Kastner became Board Chair and Chief Legal Officer; Allison Govoni became CFO and Peter Bruce became COO.

• The Board met four times in FY2025; every director attended at least 75% of Board and applicable committee meetings. All directors attended the 2025 annual meeting.

• The Board determined controlled-company status; only M.E. Betsy Bennett, Christopher J. Nelms and John P. Foster are independent. The full Board serves as the Corporate Governance and Nominating Committee.

• Non-employee directors receive $25,000 annually, plus $1,000 per Board or committee meeting; the Audit Committee chair receives an additional $10,000 annually. FY2025 director fees ranged from $30,000 to $44,000.