Nathan's Famous (NATH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 9, 2025, to elect ten directors and ratify the appointment of CBIZ CPAs P.C. as the independent auditor for fiscal 2026.

• Stockholders of record as of July 21, 2025, are entitled to vote; a majority of outstanding shares is required for quorum.

• Proxy materials are available online, and stockholders are encouraged to vote by mail, phone, internet, or in person.

Voting matters and shareholder proposals

• Two main proposals: election of ten directors for a one-year term and ratification of CBIZ CPAs P.C. as auditor.

• Directors are elected by plurality; auditor ratification requires a majority of votes cast.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed, with specific deadlines and requirements.

• Universal proxy rules and advance notice bylaws apply to director nominations.

Board of directors and corporate governance

• Board consists of ten directors, all current members nominated for re-election.

• Board leadership is split between Executive Chairman and CEO; majority of directors are independent.

• Three standing committees: Audit, Compensation, and Nominating, all composed of independent directors.

• Stock ownership guidelines and insider trading policies are in place for directors and officers.

• Directors are encouraged to attend annual meetings; all attended last year.