Pinstripes (PNST) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on October 7, 2024, with voting on director elections and auditor ratification.

• Only stockholders of record as of August 21, 2024, are entitled to vote; a quorum requires 33 1/3% of voting power.

• This is the first annual meeting following the December 2023 business combination with Banyan Acquisition Corporation.

• The Board recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors (Diane Aigotti and Jerry Hyman) for three-year terms expiring in 2027.

• Proposal 2: Ratify Grant Thornton LLP as independent registered public accounting firm for fiscal year ending April 27, 2025.

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

• Shareholders may submit proposals for the 2025 meeting by April 25, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• The Board has seven directors divided into three classes, with staggered three-year terms.

• Six of seven directors are independent per NYSE standards; committees are fully independent.

• Three standing committees: Audit, Compensation and Human Capital, and Governance.

• Dale Schwartz serves as both Chairperson and CEO; Jack Greenberg is lead independent director.

• Board diversity is considered broadly, including gender, race, and professional background.