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 | ||
To the Shareholders of | ||
ARK RESTAURANTS CORP. |
(1) | To elect a board of | |||||||
(2) | To approve the Ark Restaurants Corp. 2022 Stock Option Plan; | |||||||
(3) | To ratify the appointment of CohnReznick LLP | |||||||
To transact such other business as may properly come before the meeting or any adjournments thereof. |
By Order of the Board of Directors, | |||||
Anthony J. Sirica | |||||
Chief Financial Officer | |||||
New York, New York | |||||
February |
PROXY STATEMENT
ANNUAL MEETING INFORMATION
8, 2022.
15, 2022.
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 3,476,681 shares of common stock outstanding and entitled to vote at the Meeting.
Return Your Proxy Card
Vote at
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.
Section 13(a) or 15(d) of the Exchange Act available on our website in the About Ark – Investors – SEC Filings section, as soon as reasonably practicable after electronically filing such material with the United States Securities and Exchange Commission (“SEC”).
with the SEC at the SEC public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Corporate Governance
Compensation Committee
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.
2021.
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.
2021.
name, biographical data and qualifications, by mail addressed to the Chairman of the Nominating and Corporate Governance Committee, in care of Ark Restaurants Corp., 85 Fifth Avenue, New York, New York 10003. Members of the Nominating and Corporate Governance Committee will assess potential candidates on a regular basis.
2021.
Our Amended and Restated Certificate of Incorporation provides that the number of directors constituting the Board of Directors shall not be fewer than three nor more than 15, with the exact number to be fixed by a resolution adopted by the affirmative vote of a majority of the Board. The Board of Directors has fixed the number of directors at nine.eight, following Paul Gordon’s resignation as a director on July 28, 2021. The term of office of each director is one year, commencing at this annual meeting and ending at the annual meeting of shareholders to be held in 2019.2023. 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 nineeight nominees named in this Proposal One.
Name | Age | Position | Director Since | |||
Michael Weinstein | 75 | Chairman of the Board and Chief Executive Officer | 1983 | |||
Anthony J. Sirica | 55 | Chief Financial Officer | 2018 | |||
Vincent Pascal | 75 | Chief Operating Officer and Senior Vice President | 1985 | |||
Paul Gordon | 67 | Senior Vice President | 1996 | |||
Marcia Allen | 68 | Director | 2003 | |||
Bruce R. Lewin | 71 | Director | 2000 | |||
Steven Shulman | 77 | Director | 2003 | |||
Arthur Stainman | 76 | Director | 2004 | |||
Stephen Novick | 78 | Director | 2005 |
Name | Age | Position | Director Since | |||||||||||||||||
Michael Weinstein | 78 | Chairman of the Board and Chief Executive Officer | 1983 | |||||||||||||||||
Anthony J. Sirica | 58 | Director and Chief Financial Officer | 2018 | |||||||||||||||||
Vincent Pascal | 78 | Director and Chief Operating Officer and Senior Vice President | 1985 | |||||||||||||||||
Marcia Allen | 71 | Director | 2003 | |||||||||||||||||
Bruce R. Lewin | 74 | Director | 2000 | |||||||||||||||||
Steven Shulman | 80 | Director | 2003 | |||||||||||||||||
Arthur Stainman | 79 | Director | 2004 | |||||||||||||||||
Stephen Novick | 81 | Director | 2005 |
Michael Weinsteinhas been our Chief Executive Officer and a director since our inception in January 1983, was elected Chairman in 2004 and was President of the Company from January 1983 to September 2007. Mr. Weinstein is also an executive officer of each of our subsidiaries. Mr. Weinstein is an officer, director and 29.67% shareholder of RSWB Corp. and a director and 28% owner of BSWR Corp. (since 1998). 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.
Paul Gordon has been employed by us since 1983 and was elected as a director in November 1996 and a Senior Vice President in April 2001. Mr. Gordon is the manager of our Las Vegas operations, and is a Senior Vice President of each of the Company’s Las Vegas, Nevada subsidiaries. Prior to assuming that role in 1996, Mr. Gordon was the manager of the Company’s operations in Washington, D.C. commencing in 1989.
Marcia Allen was elected a director of the Company in 2003. Since 2008, Ms. Allen has been the Chief Executive Officer of Allen & Associates Inc., a business and acquisition consulting firm. 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.
several private companies.
companies and as a strategic advisor to Ancoris Capital Partners.
Total Number of Directors | 8 | |||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 1 | 7 | — | — | ||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | — | — | — | — | ||||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||||
Asian | — | — | — | — | ||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||
Native Hawaiin or Pacific Islander | — | — | — | — | ||||||||||
White | 1 | 6 | — | — | ||||||||||
Two or more Races or Ethnicities | — | — | — | — | ||||||||||
LGBTQ+ | 1 | |||||||||||||
Did not disclose demographic background | 1 |
The Audit Committee has recommended, and the Board of Directors has approved, the appointment of Cohn, an independent registered public accounting firm, to audit our financial statements for the
APPROVAL OF THE ARK RESTAURANTS CORP. 2022 STOCK OPTION PLAN
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS20192022 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.
the selection of the independent registered public accounting firm to the shareholders for ratification. If the selection of Cohn is not ratified by shareholders, the Board of Directors will take that into consideration but does not intend to engage another firm. Even if the selection of Cohn is ratified by the shareholders, the Audit Committee in its discretion could decide to terminate the engagement of Cohn and engage another firm if the committee determines that this is necessary or desirable.
The following report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by the Company under the Securities Act of 1933 or the Exchange Act.
21, 2021
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 2, 2021.
AUDIT FEES AND SERVICES
2017 | 2018 | |||||||
Audit Fees | $ | 292,500 | $ | 280,030 | ||||
Audit Related Fees | 43,650 | 39,175 | ||||||
Tax Fees | - | - | ||||||
All Other Fees | - | - | ||||||
Total | $ | 336,150 | $ | 319,205 |
2020 2021 Audit Fees $ 292,250 $ 295,500 Audit Related Fees 36,250 26,250 Tax Fees - - All Other Fees - - Total $ 328,500 $ 321,750
pre-approval of all audit and non-audit services provided by the independent auditor, as follows: on an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested, and the Audit Committee reviews these requests and advises management if the Committee approves the engagement of the independent auditor. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All audit-related fees, tax fees and all other fees were approved by the Audit Committee. The projects and categories of service are as follows:
audits.
EXECUTIVE COMPENSATION
Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Option Award ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||
Michael Weinstein | 2018 | $ | 1,054,156 | $ | 90,000 | $ | - | $ | - | $ | 1,144,156 | (1) | ||||||||||
Chief Executive Officer | 2017 | $ | 1,054,156 | $ | 120,000 | $ | - | $ | - | $ | 1,174,156 | (1) | ||||||||||
Vincent Pascal | ||||||||||||||||||||||
Senior Vice President and | 2018 | $ | 464,114 | $ | 65,000 | $ | - | $ | - | $ | 529,114 | |||||||||||
Chief Operating Officer | 2017 | $ | 464,114 | $ | 50,000 | $ | - | $ | - | $ | 514,114 | |||||||||||
Paul Gordon | 2018 | $ | 397,376 | $ | 65,000 | $ | - | $ | 78,147 | (2) | $ | 540,523 | ||||||||||
Senior Vice President | 2017 | $ | 397,376 | $ | 50,000 | $ | - | $ | 78,154 | (2) | $ | 525,530 |
Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Option Award ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Weinstein | 2021 | $ | 818,998 | $ | 50,000 | $ | - | $ | - | $ | 868,998 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2020 | $ | 726,664 | $ | 110,000 | $ | - | $ | - | $ | 836,664 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vincent Pascal | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Vice President and | 2021 | $ | 390,927 | $ | 50,000 | $ | - | $ | - | $ | 440,927 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Operating Officer | 2020 | $ | 351,962 | $ | 75,000 | $ | - | $ | - | $ | 426,962 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anthony J. Sirica | 2021 | $ | 401,106 | $ | 100,000 | $ | 16,656 | $ | - | $ | 517,762 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | 2020 | $ | 351,505 | $ | 75,000 | $ | 50,319 | $ | - | $ | 476,824 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul Gordon | 2021 | $ | 334,713 | $ | 50,000 | $ | 16,656 | $ | - | $ | 401,369 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Vice President | 2020 | $ | 302,358 | $ | 75,000 | $ | 50,319 | $ | - | $ | 427,677 |
Option Awards | ||||||||||||||
(a) | (b) | (c) | (e) | (f) | ||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||
Michael Weinstein | 21,375 | - | $ | 22.50 | 06/09/24 | |||||||||
Chief Executive Officer | ||||||||||||||
Vincent Pascal | 19,500 | - | $ | 14.40 | 06/12/22 | |||||||||
Senior Vice President and | 21,375 | - | $ | 22.50 | 06/09/24 | |||||||||
Chief Operating Officer | ||||||||||||||
Paul Gordon | 19,500 | - | $ | 14.40 | 06/12/22 | |||||||||
Senior Vice President | 21,375 | - | $ | 22.50 | 06/09/24 |
Option Awards | ||||||||||||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (e) | (f) | ||||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||||||||||||||||||||||||||||||||
Michael 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 | ||||||||||||||||||||||||||||||||||||||
— | 7,500 | (2) | $ | 10.65 | 11/19/20 | |||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||
— | 7,500 | (2) | $ | 10.65 | 11/19/20 |
(1) | These options vest as follows: (i) 50% on February 3, 2022 and (ii) 50% on February 3, 2024. | ||||
(2) | These options vest as follows: (i) 50% of November 19, 2022 and (ii) 50% on November 19, 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.
2021
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 | |||||||||||||||||||||||||||||||||||
Bruce Lewin (1) | $ | 59,500 | $ | 4,442 | $ | 63,942 | ||||||||||||||||||||||||||||||||
Steven Shulman (1) (2) | $ | 38,500 | $ | 4,442 | $ | 42,942 | ||||||||||||||||||||||||||||||||
Marcia Allen (1) (2) | $ | 44,500 | $ | 4,442 | $ | 48,942 | ||||||||||||||||||||||||||||||||
Arthur Stainman (1) | $ | 46,000 | $ | 4,442 | $ | 50,442 | ||||||||||||||||||||||||||||||||
Stephen Novick (1) (2) | $ | 38,500 | $ | 4,442 | $ | 42,942 |
(1) | Director has 5,000 currently exercisable options at an exercise price of $22.50 per share. | ||||
(2) | Director has 5,000 currently exercisable options at an exercise price of $14.40 per |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Class | ||||
Michael Weinstein | 966,603 | (2) | 27.63% | |||
85 Fifth Avenue | ||||||
New York, New York 10003 | ||||||
Bruce R. Lewin | 297,681 | (3) (8) | 8.55% | |||
1329A North Avenue | ||||||
New Rochelle, New York 10804 | ||||||
Vincent Pascal | 77,983 | (4) | 2.22% | |||
85 Fifth Avenue | ||||||
New York, New York 10003 | ||||||
Steven Shulman | 20,300 | (5) | Less than 1% | |||
P.O. Box 52 | ||||||
Rye Beach, NH 03871 | ||||||
Marcia Allen | 13,500 | (5) | Less than 1% | |||
1112 Montana Avenue, #284 | ||||||
Santa Monica, CA 90403 | ||||||
Paul Gordon | 40,875 | (4) | 1.16% | |||
85 Fifth Avenue | ||||||
New York, New York 10003 | ||||||
Anthony J. Sirica | 10,000 | (6) | Less than 1% | |||
85 Fifth Avenue | ||||||
New York, New York 10003 | ||||||
Arthur Stainman | 71,950 | (7) (8) | 2.07% | |||
320 East 72nd Street | ||||||
New York, New York 10021 | ||||||
Stephen Novick | 13,500 | (5) | Less than 1% | |||
110 East 59th Street | ||||||
New York, New York 10022 | ||||||
All directors and officers as a group (nine persons) | 1,512,392 | (9) | 41.55% |
Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership (2) | Percent of Class | ||||||||||||||||||
Michael Weinstein | 964,103 | (3) | 26.98 | % | ||||||||||||||||
Bruce R. Lewin | 297,681 | (4) (10) | 8.37 | % | ||||||||||||||||
Vincent Pascal | 48,333 | (5) | 1.35 | % | ||||||||||||||||
Steven Shulman | 16,800 | (6) | Less than 1% | |||||||||||||||||
Marcia Allen | 10,000 | (6) | Less than 1% | |||||||||||||||||
Paul Gordon | 40,875 | (7) | 1.14 | % | ||||||||||||||||
Anthony J. Sirica | 20,000 | (8) | Less than 1% | |||||||||||||||||
Arthur Stainman | 71,950 | (9) (10) | 2.02 | % | ||||||||||||||||
Stephen Novick | 10,000 | (6) | Less than 1% | |||||||||||||||||
All directors and officers as a group (nine persons) | 1,479,742 | (11) | 40.05 | % |
Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership (2) | Percent of Class | ||||||||||||||||||
Five (5%) Shareholders | ||||||||||||||||||||
FMR LLC | 127,776 | (12) | 3.60 | % | ||||||||||||||||
82 Devonshire Street | ||||||||||||||||||||
Boston, MA 02109 | ||||||||||||||||||||
Thomas A. Satterfield, Jr. | 345,100 | (13) | 9.72 | % | ||||||||||||||||
2609 Caldwell Mill Lane | ||||||||||||||||||||
Birmingham, Alabama 35243 | ||||||||||||||||||||
Dalton, Greiner, Hartman, Maher & Co. LLC | 73,078 | (14) | 2.06 | % | ||||||||||||||||
565 Fifth Avenue | ||||||||||||||||||||
New York, NY 10017 | ||||||||||||||||||||
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Class | ||||
Five (5%) Shareholders | ||||||
FMR LLC | 207,448 | (10) | 5.97% | |||
82 Devonshire Street | ||||||
Boston, MA 02109 | ||||||
Thomas A. Satterfield, Jr. | 237,907 | (11) | 6.84% | |||
2609 Caldwell Mill Lane | ||||||
Birmingham, Alabama 35243 |
(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 | ||||
Includes: a 50% interest (113,500 shares) held by Michael Weinstein in a limited liability company account maintained by his adult children; 4,200 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. | |||||
Includes 1,500 shares owned by Mr. Lewin in his Individual Retirement Account (“IRA”). | |||||
Includes 21,375 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement. | |||||
(6) | Includes 10,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement. | ||||
(7) | Includes 40,875 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy | ||||
Includes | |||||
| |||||
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. | |||||
Includes 5,000 shares issuable pursuant to stock options exercisable within 60 days after the date of this Proxy Statement. | |||||
Includes | |||||
Based upon information set forth on Schedule 13G filed by FMR LLC (“FMR”) with the SEC on or about February 13, |
Based upon information set forth on Schedule 13G filed by Thomas A. Satterfield, Jr. (“Mr. Satterfield”) with the SEC on or about |
(14) | 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. |
REPORTS
2021, except that in fiscal 2021 Anthony J. Sirica filed a late Form 4 to report options granted to him on November 19, 2020, Steven Shulman filed a late Form 4 to report the sale of securities on 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 November 19,
2020 and/or subsequent option exercises.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.Prior to joining the Company on September 4, 2018, the Chief Financial Officer was a member of a firm that provided consulting services to the Company. Total fees billed by this firm were $303,000 and $178,000 for the years ended September 29, 2018 and September 30, 2017, respectively. The Company ceased utilizing the services of this firm upon the Chief Financial Officer’s hiring.
ARK RESTAURANTS CORP. | |||||
By Order of the Board of Directors, | |||||
Anthony J. Sirica | |||||
Chief Financial Officer | |||||
New York, New York | |||||
February |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held March 19, 2019.
The Proxy Statement and our 2018 Annual Report to Shareholders are available at: http://www.cstproxy.com/arkrestaurants/2019
ARK RESTAURANTS CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
March 19, 2019
THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL WEINSTEIN, ANTHONY J. SIRICA 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 19, 2019 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 ▼
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Please 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 in 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.