RCI Hospitality (RICK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 18, 2025, to elect six directors, ratify the selection of CBIZ CPAs P.C. as independent auditor, and approve a non-binding advisory resolution on executive compensation.

• Proxy materials and the 2024 Annual Report are available online, with options for paper delivery upon request.

• Only shareholders of record as of June 23, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on the election of six directors, ratification of CBIZ CPAs P.C. as auditor, and a say-on-pay advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board consists of six directors, four of whom are independent under NASDAQ rules.

• Board held 11 meetings and executed nine written consents in fiscal 2024; all directors attended at least 75% of meetings.

• No lead independent director; all independent directors share equal leadership roles.

• Nominating and Compensation Committees are fully independent and have adopted formal charters.