Rave Restaurant Group (RAVE) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 10, 2026, at 3:30 p.m. in The Colony, Texas; record date Oct. 16, 2026, with 14,252,910 common shares outstanding.

• Shareholders will elect four directors, ratify the 2027 auditor, and cast a nonbinding say-on-pay vote; the Board recommends FOR all three matters.

Voting matters and shareholder proposals

• Director nominees are Mark E. Schwarz, Clinton J. Coleman, William C. Hammett, Jr., and Robert B. Page; each is nominated for a one-year term.

• Proposals pass by a majority of shares represented and entitled to vote; abstentions count against auditor ratification and say-on-pay, while broker non-votes have no effect on director elections or say-on-pay.

• Proxy inclusion proposals for the next annual meeting are due June 25, 2027; other proposals are due Sept. 8, 2027, and director-nomination proxy notices under Rule 14a-19 are due Oct. 11, 2027.

Board of directors and corporate governance

• Four directors serve annual terms; all current directors meet Nasdaq independence standards except Schwarz, who is not independent for Audit Committee requirements.

• Board met four times in FY2026; all current directors attended at least 75% of Board and committee meetings. Chair and CEO roles are separated.

• Standing committees are Audit, Compensation, and Nominating and Governance; each committee member is determined independent under applicable requirements.