RCI Hospitality (RICK) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 20, 2026, to elect six directors, ratify the independent auditor, and approve a non-binding advisory resolution on executive compensation.

• Proxy materials and annual report are distributed primarily online to reduce costs, with paper copies available upon request.

• Record date for voting is June 22, 2026, with 7,644,500 shares outstanding; each share has one vote, and a majority is required for quorum.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying CBIZ CPAs P.C. as the independent auditor for FY ending September 30, 2026, and approving executive compensation on a non-binding basis.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2027 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.

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

• Board held 11 meetings in FY 2025; all directors attended at least 75% of meetings.

• No family relationships among directors and executive officers.