Nathan's Famous (NATH) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 23, 2026, to vote on a proposed merger with Smithfield Foods, Inc., where shareholders will receive $102.00 per share in cash if the merger is approved.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal.

• The merger will result in the company becoming a wholly-owned subsidiary of Smithfield Foods and delisting from Nasdaq.

• The merger is not subject to a financing condition; Smithfield Foods will fund the transaction with cash on hand.

• If the merger is not completed, the company will remain public, and no payment will be made to shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against.

• A voting agreement binds directors and certain shareholders (about 29.9% of shares) to vote in favor of the merger.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and determined the merger is in the best interests of shareholders.

• The board considered financial analyses, market conditions, and the opinion of Jefferies LLC in its decision.

• Directors and executive officers collectively own about 31% of outstanding shares and intend to vote for the merger.