Ark Restaurants Corp.85 Fifth Avenue New York, New York 10003 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on March 16, 2021 To the Shareholders of ARK RESTAURANTS CORP.
ARK RESTAURANTS CORP.
85 Fifth Avenue
New York, New York 10003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 13, 2018
To Shareholders of
ARK RESTAURANTS CORP.
(1) | To elect a board of nine directors; | |||||||
(2) | To ratify the appointment of CohnReznick LLP (“Cohn”), as independent auditors for the | |||||||
(3) | To hold an advisory vote on executive compensation; | |||||||
(4) | To hold an advisory vote on the frequency of the advisory vote on executive compensation; and | |||||||
(5) | To transact such other business as may properly come before the meeting or any adjournments thereof. |
By Order of the Board of Directors, | |||||
New York, New York | |||||
February |
ANNUAL MEETING INFORMATION
4, 2021.
16, 2021.
www.proxyvote.com.
Who may vote?
You may vote if you owned our common stock as of the close of business on the Record Date. Each share of your common stock is entitled to one vote on each of the proposals scheduled for vote at the Meeting. As of the Record Date, there were 3,436,681 shares of common stock outstanding and entitled to vote at the Meeting.
• | The election of nine (9) directors for a term to expire at the next annual meeting of shareholders; | |||||||
• | The ratification of the selection of CohnReznick LLP (“Cohn”) as our independent registered public accounting firm for fiscal |
• | To hold an advisory vote on executive compensation; and | |||||||
• | To hold an advisory vote on the frequency of the advisory vote on executive compensation. |
telephone by calling 1 (800) 690-6903. You must have the control number that is on the Notice of Internet Availability or proxy card when voting. the voting as described below, under “What vote is required to approve each proposal?” Therefore, we encourage you to provide directions to your broker as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. This ensures that your shares will be voted at the meeting. The Board of Directors has determined that all of the members of the Compensation Committee meet the independence criteria for compensation committees and have the qualifications set forth in the listing standards of NASDAQ. 2020. 2020. 2020. Audit Partner. Mr. Sirica is a certified public accountant. several private companies. 21, 2020 and financial reporting principles, systems of internal control, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Corporation’s independent auditors, CohnReznick LLP, are responsible for performing an independent audit of the financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the Unites States of America. October 3, 2020. October 3, 2020: and lease compliance audits. 10-Q as well as fees for SEC registration services. October 3, 2020: 2020 REPORTS October 14, 2020 and December 11, 2020, and certain other directors may not have filed a Form 4 to report options granted to them on February 3, 2020 and/or November 19, 2020. The Company expects that such other directors will file a late Form 4 to report the same. The lapsed filings were due to administrative oversight in the Company’s stock administration procedures, which procedures the Company intends to strengthen.2018,2021, "FOR" adoption of the advisory vote on executive compensation, "FOR" such advisory vote to be held every three years, and in accordance with the proxy holders best judgment as to any other matters raised at the annual meeting.Return Your Proxy Card Vote atMeeting:Meeting. You may cast your vote online during the virtual meeting through virtualshareholdermeeting.com/ARKR2021. To be admitted to the Annual Meeting and vote your shares, you must go to virtualshareholdermeeting.com/ARKR2021 on the day of the Annual Meeting and provide the control number located on the Notice of Internet Availability or proxy card.person at the Meeting. Written ballots will be passed out to anyone who wants toUnited States or Canada, you may vote in person atby proxy via the meeting.• signing another proxy card with a later date and returning it to us prior to the Meeting; • giving written notice of revocation to Ark Restaurants Corp.Restaurants., Attention: Treasurer, 85 Fifth Avenue, New York, NY 10003; or• attending the Meeting and voting in person. 22018.2021. If you mark your proxy to withhold your vote for a particular nominee on your proxy card, your vote will not count either “for” or “against” the nominee. Therefore, a broker non-vote has no effect on the proposals provided herein to be voted on at the Meeting. Shares that abstain from voting as to a particular matter will not be counted as votes in favor of such matter, and also will not be counted as votes cast or shares voting on such matter. Accordingly, abstentions will not be included in vote totals and will not affect the outcome of the voting for any of the proposals.39.4%40.4% of the voting power entitled to be cast at the Meeting. We anticipate that these directors and executive officers will cast all of their votes in favor of each of the proposals being considered at the Meeting. Shareholders are not entitled to dissenter’s rights of appraisal with respect to any of the proposals.18, 2018.15, 2021. All proposals and notifications should be addressed to Ark Restaurants Corp., Attention: Treasurer, 85 Fifth Avenue, New York, NY 10003. Any such shareholder proposal must comply with the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).3–Corporate– Corporate Governance on our website at www.arkrestaurants.com. We are in compliance with the corporate governance requirements imposed by the Sarbanes-Oxley Act, the Securities and Exchange Commission and the NASDAQ Marketplace Rules. We will continue to modify our policies and practices to meet ongoing developments in this area. Aspects of our corporate governance principles are discussed throughout this Proxy Statement.one yearone-year terms. Committees regularly report on their activities and actions to the full Board of Directors. Each committee has a written charter adopted by the Board of Directors under which it operates.42017.
The Board of Directors has also designated Ms. Allen as an audit committee financial expert within the meaning of Item 401(h) of Regulation S-K under the Exchange Act and the Board of Directors has determined that she has the financial sophistication required under the listing standards of NASDAQ.2017.•Judgment•Skill•Diversity•Experience with businesses and other organizations of comparable size5•The interplay of the candidate’s experience with the experience of other Board members•The extent to which the candidate would be a desirable addition to the Board and any committees of the Board2017.Corporate Secretary.Treasurer. Security holder communications are initially screened to determine whether they will be relayed to Board members. Once the decision has been made to relay such communications to Board members, the Secretary will release the communication to the Board on the next business day. Communications that are clearly of a marketing nature, or which are unduly hostile, threatening, illegal or similarly inappropriate will be discarded and, if warranted, subject to appropriate legal action.2019.2022. Each director elected will continue in office until he resigns or until a successor has been elected and qualified. Stockholders cannot vote or submit proxies for a greater number of persons than the nine nominees named in this Proposal One.6
The following is a brief account of the business experience during the past five years of each of the Company’s directors and executive officers, including principal occupations and employment during that period and the name and principal business of any corporation or other organization in which such occupation and employment was carried on.Name Age Principal Occupation and Position with the
Company Director
Since Michael Weinstein 74 Chairman of the Board and Chief Executive Officer of the Company 1983 Robert Stewart 61 President, Chief Financial Officer and Treasurer of the Company 2012 Vincent Pascal 74 Chief Operating Officer and Senior Vice President of the Company 1985 Paul Gordon 66 Senior Vice President of the Company 1996 Marcia Allen 67 Chief Executive Officer, Allen & Associates 2003 Bruce R. Lewin 70 Chairman and President, Continental Hosts, Ltd. 2000 Steven Shulman 76 Managing Director, Hampton Group Inc. 2003 Arthur Stainman 75 Senior Managing Director, First Manhattan Co. 2004 Stephen Novick 77 Senior Advisor, Andrea and Charles Bronfman Philanthropies 2005 Name Age Position
SinceMichael Weinstein 77 Chairman of the Board and Chief Executive Officer 1983 Anthony J. Sirica 57 Director and Chief Financial Officer 2018 Vincent Pascal 77 Director and Chief Operating Officer and Senior Vice President 1985 Paul Gordon 69 Director and Senior Vice President 1996 Marcia Allen 70 Director 2003 Bruce R. Lewin 73 Director 2000 Steven Shulman 79 Director 2003 Arthur Stainman 78 Director 2004 Stephen Novick 80 Director 2005 Mr. Weinstein is also the owner of 30.67% of the membership interests in New Docks LLC. Collectively, these companies operate threetwo restaurants in New York City, and none of these companies is a parent, subsidiary or other affiliate of us. Mr. Weinstein spends substantially all of his business time on Company-related matters.Robert StewartJune 2002, was electedSeptember 2018 as Chief Financial Officer effective as of June 24, 2002,and was electedappointed to fill a vacancy on the Board of Directors in March 2012 and was elected President in December 2013. Foras of such date. Prior to his appointment, Mr. Sirica served as the three years prior to joining us, Mr. StewartManaging Member of Forum Consulting, LLC (“Forum”), since February 2006. Forum was a Chief Financial OfficerNew York-based management advisory services firm that provided accounting and Executive Vice Presidentfinancial consulting services and corporate governance support primarily to issuers registered with the Securities and Exchange Commission (“SEC”) in the Tri-State area, including Ark Restaurants Corp. Prior to his tenure at Fortis Capital Holdings. For eleven years prior to joining Fortis Capital Holdings,Forum, Mr. Stewart held senior financialSirica served in various capacities with the international accounting firm of BDO Seidman, LLP, including the National Business Line Leader of their risk consulting division and audit positions in Skandinaviska Enskilda Banken in their New York, London and Stockholm offices.Also, from December 2001 to August 2002Currently, Ms. Allen served as Presidentalso serves on the Board of Directors of INmune Bio, Inc. (NASDAQ - INMB) and is a memberDirector of the board of directors of Accesspoint Inc.has beenwas the President and a director of Continental Hosts, Ltd sincefrom August 2001.2001 until its sale in 2018. He was also a founder and board member of Fuze Beverage, LLC. Mr. Lewin was formerly a director of the Bank of Great Neck (in New York), and a former director of the New York City Chapter of the New York State Restaurant Association. He has been owner and President of Bruce R. Lewin Fine Art since 1985.companies.
companies and as a strategic advisor to Ancoris Capital Partners.7senior managing directorlimited partner of First Manhattan Co. of New York City, a money management firm,firm. Prior to that he was a senior managing director at First Manhattan Co. of New York City and has over twenty years’ experience managing money for high net worth individuals. Mr. Stainman is a Trustee of Rider University and sits on the board of several New York based non-profits.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS20182021 fiscal year. A representative of Cohn is expected to attend the Meeting and will have an opportunity to make a statement if he or she so desires. He or she will also be available to respond to appropriate questions from our shareholders. For additional information regarding our relationship with Cohn, please see the “Audit Committee Report” below.
OF COHNREZNICK LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.22, 2017.21, 2020. A copy of that report is set forth below.22, 2017audit committeeAudit Committee charter. The Audit Committee annually reviews the NASDAQ standard of independence for audit committees and its most recent review determined that the committee meets that standard.8September 30, 2017.September 30, 2017:•Reviewed and discussed the audited financial statements with management and the external auditors.•Received written disclosures and letter from the external auditors required by Independence Standards Board Standard No. 1, and discussed with the auditors their independence.September 30, 2017,October 3, 2020, for filing with the Securities and Exchange Commission.20162019 and 2017,2020, Cohn served as our independent auditors. The following table presents fees for professional audit services rendered by Cohn for the audit of our annual financial statements for the years ended September 28, 2019 and October 1, 2016 and September 30, 2017,3, 2020, and fees for other services rendered by Cohn during those periods. 2016 2017 Audit Fees $ 317,677 $ 267,500 Audit Rekated Fees 42,000 33,650 Tax Fees - - All Other Fees - - Total $ 359,677 $ 301,150 2019 2020 Audit Fees $ 282,250 $ 292,250 Audit Related Fees 35,250 36,250 Tax Fees - - All Other Fees - - Total $ 317,500 $ 328,500 SEC registration statement services, benefit plan audits consultation on accounting standards or transactions, statutory audits, business acquisitions.920162019 and 20172020 were compatible.Audit—10-Q.Services—Services—Audit related services include fees for SEC registration statement services, benefit plan audits consultation on accounting standards or transactions, statutory audits, business acquisitions and assessment of risk management controls in connection with the implementation of Section 404 of the Sarbanes-Oxley Act of 2002.Tax—lease compliance audits.Other—feesOther—Fees for all other services provided by Cohn.1, 2016 and September 30, 2017,3, 2020, as to the Chief Executive Officer (its “principal executive officer” or “PEO”) and each of the other two most highly compensated executive officers of the Company who served in such capacity at the end of the last two fiscal years (the “Named Executive Officers” or “NEOs”):Name and Principal
Position(s) Year Salary
($) Bonus
($) Option
Award
($) All Other
Compensation
($) Total
($) Michael Weinstein 2017 $ 1,054,156 $ 120,000 $ - $ - $ 1,174,156 (1) Chief Executive Officer 2016 $ 1,045,846 $ 90,000 $ - $ - $ 1,135,846 (1) Vincent Pascal Senior Vice President and 2017 $ 464,114 $ 50,000 $ - $ - $ 514,114 Chief Operating Officer 2016 $ 460,475 $ 50,000 $ - $ - $ 510,475 Paul Gordon 2017 $ 397,376 $ 50,000 $ - $ 80,000 (2) $ 527,376 Senior Vice President 2016 $ 394,260 $ 50,000 $ - $ 75,263 (2) $ 519,523 Name and Principal
Position(s)Year Salary
($)Bonus
($)Option
Award
($)All Other
Compensation
($)Total
($)Michael Weinstein 2020 $ 726,664 $ 110,000 $ - $ - $ 836,664 (1) Chief Executive Officer 2019 $ 1,054,156 $ 90,000 $ - $ - $ 1,144,156 (1) Vincent Pascal Senior Vice President and 2020 $ 351,962 $ 75,000 $ - $ - $ 426,962 Chief Operating Officer 2019 $ 464,114 $ 65,000 $ - $ - $ 529,114 Anthony J. Sirica 2020 $ 351,505 $ 75,000 $ 50,319 $ - $ 476,824 Chief Financial Officer 2019 $ 463,500 $ 65,000 $ - $ - $ 528,500 Paul Gordon 2020 $ 302,358 $ 75,000 $ 50,319 $ - $ 427,677 Senior Vice President 2019 $ 397,376 $ 65,000 $ - $ 81,321 (2) $ 543,697 (1) Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) disallows a publicly-heldtax deduction to a public corporation cannot deduct thefor compensation ofover $1,000,000 paid to certain executives exceeding $1,000,000 in any taxable year, unless the compensation is performance-based.executives. With respect to Mr. Weinstein’s compensation that is subject to the Section 162(m) deductibility limitations, the Compensation Committee used its judgment to authorize payments that do not comply with the exemptions in10Section 162(m) as it believed that such payment waspayments were appropriate and in the best interestinterests of the stockholders,shareholders, after taking into consideration the executive’s individual performance and responsibilities. The Compensation Committee has approvedexpects in the adoptionfuture to authorize compensation in excess of $1,000,000 to named executive officers that will not be deductible under Section 162(m) when it believes doing so is in the best interests of the Section 162(m) Cash Bonus Plan for implementation in the fiscal year ended September 30, 2017.Company and its shareholders.(2) 1% of operating profits of the Las Vegas operations as commissions. September 30, 2017: Option Awards (a) (b) (c) (e) (f) Number of Number of Securities Securities Underlying Underlying Unexercised Unexercised Option Option Options (#) Options (#) Exercise Price Expiration Name Exercisable Unexercisable ($) Date Michael Weinstein 21,375 - $ 22.50 06/09/24 Chief Executive Officer Vincent Pascal 9,500 - $ 12.04 05/06/19 Senior Vice President and 19,500 - $ 14.40 06/12/22 Chief Operating Officer 21,375 - $ 22.50 06/09/24 Paul Gordon 19,500 - $ 12.04 05/06/19 Senior Vice President 19,500 - $ 14.40 06/12/22 21,375 - $ 22.50 06/09/24
__________________________________ Option Awards (a) (b) (c) (e) (f) Name Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise Price
($)Option
Expiration
DateMichael Weinstein 21,375 - $ 22.50 06/09/24 Chief Executive Officer Vincent Pascal 21,375 - $ 22.50 06/09/24 Senior Vice President and Chief Operating Officer Anthony J. Sirica 20,000 - $ 22.30 09/04/28 Chief Financial Officer — 15,000 (1) $ 21.90 02/03/30 Paul Gordon 19,500 - $ 14.40 06/12/22 Senior Vice President 21,375 - $ 22.50 06/09/24 — 15,000 (1) $ 21.90 02/03/30 (1) These options vest as following: (i) 50% on February 3, 2022 and (ii) 50% on February 3, 2024. The Company uses cash compensation and equity-based incentive compensation to attract and retain qualified candidates to serve as directors. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of directors.20172017,2020, the Company did not pay its independent directors any fees for such service from March 2020 through the end of the fiscal year, and the Company does not expect to begin to compensate its independent directors for such service until such time as the Board determines it to be appropriate and in the best interests of the Company and its shareholders to do so. Any fees paid by the Company to independent directors for such service in fiscal 2020 prior to March 2020 were paid substantially in accordance with the Company's prior practice, prorated as applicable.$28,000$32,500 to each director who was not an officer of the Company. DirectorsCompany; each director who are alsowas a full-time employeesemployee of the Company did not receive any director fees. In addition, in fiscal 2019, the independent director who servesserved as chairman of the Audit Committee of the Board receivesreceived an annual retainer fee of $15,000. The$10,000, the independent directors who serveserved on the Audit, Compensation and Nominating and Corporate Governance Committees, respectively, including the chairman of the Audit Committee, receive $1,200received $1,500 for each meeting that they attended. Eachattended, and each member of the Board receivesreceived an additional $1,200$1,500 for each Board meeting that they attended in excess of one per quarter, plus an additional $1,200$1,500 if such additional Board meeting attended exceedsexceeded four hours. The Company reimburses directors for out-of-pocket expenses incurred in connection with attending Board of Director and committee meetings.11September 30, 2017.October 3, 2020.Name Fees Earned
or Paid in
Cash
($) Option
Awards
($) Total Bruce Lewin(1) $ 47,800 $ - $ 47,800 Steven Shulman(1) (2) $ 29,200 $ - $ 29,200 Marcia Allen(1) (2) $ 34,000 $ - $ 34,000 Arthur Stainman(1) $ 34,000 $ - $ 34,000 Stephen Novick(1) (2) $ 28,000 $ - $ 28,000 Name Fees Earned
or Paid in
Cash
($)Option
Awards
($)Total $ 12,125 $ 13,419 $ 25,544 $ 8,125 $ 13,419 $ 21,544 $ 9,625 $ 13,419 $ 23,044 $ 9,625 $ 13,419 $ 23,044 $ 8,125 $ 13,419 $ 21,544 (1) Each directorDirector has 5,000 currently exercisable options at an exercise price of $22.50 per share.(2)Each director In addition, Director has 3,5004,000 currently exercisableunexercisable options at an exercise price of $12.04$21.90 per share andshare.(2) Director has 5,000 currently exercisable options at an exercise price of $14.40 per shareshare.24, 2018,25, 2021, with respect to the beneficial ownership of shares of our common stock owned by:• Each of our directors, our CEO and the other NEOs; • All directors and executive officers as a group; and • Each person or entity who is known to us to be the beneficial owner of more than 5% of our common stock. 24, 2018,25, 2021, our outstanding equity securities consisted of 3,436,6813,521,907 shares of common stock. The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC and generally includes voting or investment power over the shares. The information does not necessarily indicate beneficial ownership for any other purpose. Under Securities and Exchange Commission (the “SEC”) rules, the number of shares of common stock deemed outstanding includes shares issuable upon the conversion of other securities, as well as the exercise of options or the settlement of restricted stock units held by the respective person or group that may be exercised or settled on or within 60 days of January 24, 2018.25, 2021. For purposes of calculating each person’s or group’s percentage ownership, shares of common stock issuable pursuant to stock options and restricted stock units that may be exercised or settled on or within 60 days of January 24, 201825, 2021 are included as outstanding and beneficially owned by that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
of Beneficial Owner (1)
of
Beneficial OwnershipPercent of Class Michael Weinstein 964,103 (3) 27.21 % Bruce R. Lewin 297,681 (4) (9) 8.44 % Vincent Pascal 48,333 (5) 1.36 % Steven Shulman 16,800 (6) Less than 1% Marcia Allen 10,000 (6) Less than 1% Paul Gordon 40,875 (5) 1.15 % Anthony J. Sirica 20,000 (7) Less than 1% Arthur Stainman 71,950 (8) (9) 2.04 % Stephen Novick 10,000 (6) Less than 1% All directors and officers as a group (nine persons) 1,479,742 (10) 40.37 % 12
of Beneficial Owner (1)
of
Beneficial OwnershipPercent of Class Five (5%) Shareholders FMR LLC 127,776 (11) 3.63 % 82 Devonshire Street Boston, MA 02109 Thomas A. Satterfield, Jr. 345,357 (12) 9.81 % 2609 Caldwell Mill Lane Birmingham, Alabama 35243 Dalton, Greiner, Hartman, Maher & Co. LLC 73,078 (13) 2.07 % 565 Fifth Avenue New York, NY 10017 Name and Address
of Beneficial Owner Amount and Nature
of
Beneficial Ownership
(1) Percent of Class Michael Weinstein
85 Fifth Avenue
New York, New York 10003 968,113 (2 ) 28.00 % Bruce R. Lewin
1329A North Avenue
New Rochelle, New York 10804 297,681 (3) (8 ) 8.65 % Vincent Pascal
85 Fifth Avenue
New York, New York 10003 87,483 (4 ) 2.51 % Steven Shulman
P.O. Box 52
Rye Beach, NH 03871 20,300 (5 ) Less than 1 % Marcia Allen
1112 Montana Avenue, #284
Santa Monica, CA 90403 13,500 (5 ) Less than 1 % Paul Gordon
85 Fifth Avenue
New York, New York 10003 60,375 (6 ) 1.73 % Robert Stewart
85 Fifth Avenue
New York, New York 10003 62,675 (6 ) 1.79 % Arthur Stainman
320 East 72nd Street
New York, New York 10021 71,950 (7) (8 ) 2.09 % Stephen Novick
110 East 59th Street
New York, New York 10022 13,500 (5 ) Less than 1 % All directors and officers as a group (nine persons) 1,595,577 (9 ) 43.36 % Five (5%) Shareholders FMR LLC
82 Devonshire Street
Boston, MA 02109 220,000 (10 ) 6.40 % Thomas A. Satterfield, Jr.
2609 Caldwell Mill Lane
Birmingham, Alabama 35243 237,907 (11 ) 6.92 % 13(1) Unless otherwise indicated, the address for each person is c/o Ark Restaurants Corp., 85 Fifth Avenue, New York, NY 10003. (2) Except to the extent otherwise indicated, to the best of the Company’s knowledge, each of the indicated persons exercises sole voting and investment power with respect to all shares beneficially owned by him.him, her or it.(2)(3)Includes: a 50% interest (113,500 shares) held by Michael Weinstein in a limited liability company account maintained by his adult children; 5,7004,200 shares held by The Weinstein Foundation for which Mr. Weinstein acts as trustee and has shared investment and voting power; and 21,375 shares issuable to Mr. Weinstein pursuant to stock options, all of which options are currently exercisable.(3)(4)Includes 1,500 shares owned by Mr. Lewin in his Individual Retirement Account (“IRA”). (4)(5)Includes 50,37521,375 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.(5)(6)Includes 13,50010,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.(6)(7)Includes 60,37520,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.(7)(8)Includes 31,150 shares owned by Mr. Stainman’s spouse and 9,200 shares held by investment advisory clients of First Manhattan Co. (“FMC”), as to which FMC and Mr. Stainman, in his capacity as Managing Member of First Manhattan LLC, the sole general partner of FMC, share dispositive and voting power. (8)(9)Includes 5,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement. (9)(10)Includes 243,000163,125 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement.(10) (11)Based upon information set forth on Schedule 13G filed by FMR LLC (“FMR”) with the SEC on or about February 14, 2017.13, 2019. Fidelity Management & Research Company (“Fidelity”), a wholly-owned subsidiary of FMR and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 220,000127,776 shares of our common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Abigail P. Johnson and FMR, through its control of Fidelity, and the funds each has sole power to dispose of the 220,000127,776 shares owned by the funds. Members of the family of Edward C. Johnson 3d, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Neither FMR nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the Fidelity funds, which power resides with the funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the funds’ Boards of Trustees.(11)(12)Based upon information set forth on Schedule 13G filed by Thomas A. Satterfield, Jr. (“Mr. Satterfield”) with the SEC on or about JanuaryFebruary 12, 2018.With2020, with respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 4,5007,000 shares are held jointly with Mr. Satterfield’s spouse; 1,500 shares are held individually by Mr. Satterfield’s spouse; 15,00027,500 shares are held by Tomsat Investment & Trading Co., Inc., a corporation wholly owned by Mr. Satterfield and of which he serves as President; 77,506113,700 shares are held by Caldwell Mill Opportunity Fund, a fund managed by an entity of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager; and 4,0005,000 shares are held by Riachuello Ranch, LLC, a closely held limited liability company in which Mr. Satterfield owns an approximately 11.1% interest and for which he serves as President. Additionally, Mr. Satterfield has limited powers of attorney for voting and disposition purposes with respect to the following shares: A.G. Family L.P. (80,000(117,000 shares); Thomas A. Satterfield, Sr. (15,000(17,000 shares); Milyn Satterfield Little (300 shares); David A. Satterfield (4,500 shares); Parker Satterfield (700 shares); Jeanette Satterfield Kaiser (12,400(13,500 shares); Richard W. Kaiser (4,000(4,500 shares); David A. Satterfield (3,000Rita Phifer (5,000 shares); the Thaggard Marital Trust (800 shares); the Thaggard Family Trust (1,200 shares); Parker Little (150 shares); John Hulsey (500 shares); and Rita Phifer (5,000Henry Beck (1,500 shares). These individuals and entities have the right to receive or the power to direct the receipt of the proceeds from the sale of their respective shares.14(13) Based upon information set forth on Schedule 13G of Dalton, Greiner, Hartman, Maher & Co. LLC dated October 9, 2020 and subsequent publicly available information, this entity is the beneficial owner of 73,078 shares of common stock. The entity is a registered investment adviser. The Schedule 13G was signed by Audrey Niesen CFO/COO. BENEFICIAL OWNERSHIP REPORTING COMPLIANCE20172020, except that Anthony J. Sirica filed a late Form 5 filed by4 to report options granted to him on February 3, 2020 and November 19, 2020, Steven Shulman filed a director, forlate Form 4 to report the sale of 2,500 sharessecurities on September 13, 2017.20172020 fiscal year, and the beneficial ownership of equity securities of the Company of such individuals, see the “Security Ownership of Certain Beneficial Owners” and “Executive Compensation” sections.15September 30, 2017;October 3, 2020; however, it is not intended that the annual report for fiscal year 20172020 be a part of the proxy statement or this solicitation of proxies.ARK RESTAURANTS CORP. By Order of the Board of Directors, Robert StewartAnthony J. SiricaPresidentChief Financial OfficerNew York, New York February 16, 20184, 202116Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held March 13, 2018.The Proxy Statement and our 2017 Annual Report to Shareholders are available at: http://www.cstproxy.com/arkrestaurants/2018▼ FOLD AND DETACH HERE AND READ THE REVERSE SIDE ▼ARK RESTAURANTS CORP.PROXY SOLICITED BY THE BOARD OF DIRECTORSFOR THE ANNUAL MEETING OF SHAREHOLDERSMarch 13, 2018THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL WEINSTEIN, ROBERT STEWART and VINCENT PASCAL, or any of them as attorneys, agents and proxies with power of substitution, and with all powers the undersigned would possess if personally present, to vote all shares of Common Stock of ARK RESTAURANTS CORP. (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on March 13, 2018 at 10:00 A.M. local time at Bryant Park Grill, 25 West 40th Street, New York, New York, and at all adjournments thereof.(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)▼FOLD AND DETACH HERE AND READ THE REVERSE SIDE ▼Please markyour votelike this1. ELECTION OF A BOARD OF NINE DIRECTORSFORWITHHOLD AUTHORITY FORAGAINSTABSTAIN(To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list below)oo2. Ratification of the appointment of Cohn Reznick LLP as independent auditors for the 2018 fiscal year. ooo3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.01 - Michael Weinstein02 - Steven Shulman03 - Robert Stewart 04 - Marcia Allen 05 - Paul Gordon 06 - Bruce R. Lewin 07 - Vincent Pascal 08 - Arthur Stainman09 - Stephen Novick The shares represented by this proxy will be voted in accordance with the instructions given. If no such instructions are given, the shares represented by this proxy will be voted in favor of the: (I) election of all of the nominees for directors designated by the board of directors; (2) ratification of the appointment of CohnReznick LLP as independent auditors for the 2018 fiscal year; and (3) such other business as may properly come before the meeting..PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENVELOPE ENCLOSED FOR THIS PURPOSE. No postage is required for mailing in the United States.COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Dated: _____________________________________, 2018 Signature _____________________________________ SignaturePlease sign exactly as your name or names appear hereon. Joint owners should each sign personally. When signing as executor, administrator, corporation, officer, attorney, agent, trustee or guardian, etc. please add your full title to your signature. If signer is a corporation, please sign n full corporate name by president and authorized officer. If a partnership or limited liability company, please sign in partnership or limited liability company name by authorized person.