RCI Hospitality (RICK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 28, 2024, to elect six directors, ratify Marcum LLP as auditor, and hold a non-binding advisory vote on executive compensation.

• Proxy materials and 2023 Annual Report are available online, with options for paper delivery upon request.

• Only shareholders of record as of July 3, 2024, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying Marcum LLP as auditor for FY 2024, and approving a non-binding say-on-pay resolution.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2025 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

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

• All directors attended at least 75% of meetings in FY 2023; five attended the prior annual meeting in person.

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

• Board committees include Audit, Compensation, and Nominating, each composed entirely of independent directors.

• Board diversity matrix provided based on voluntary self-identification.