EAT DRINK PLAY WATCH®
2019
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
Thursday, June 13, 2019, 8:30 a.m., Central Daylight Time
Omni Dallas Hotel, 555 S. Lamar St., Dallas, Texas 75202
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x☒ Filed by a Partyparty other than the Registrant ¨☐
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| Preliminary Proxy Statement | ||
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
| Definitive Proxy Statement | ||
| Definitive Additional Materials | ||
| Soliciting Material | ||
DAVE & BUSTER’S ENTERTAINMENT, INC.
(Name of registrantRegistrant as specified in its charter)Specified In Its Charter)
(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other than the registrant)Registrant)
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EAT DRINK PLAY WATCH®
2019
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
Thursday, June 13, 2019, 8:30 a.m., Central Daylight Time
Omni Dallas Hotel, 555 S. Lamar St., Dallas, Texas 75202
May 4, 20161, 2019
To Our Stockholders:Shareholders:
You areOn behalf of the Board of Directors, it is our pleasure to cordially invitedinvite you to attend the 20162019 Annual Meeting of StockholdersShareholders of Dave & Buster’s Entertainment, Inc. at the Westin O’HareOmni Dallas Hotel, 6100 N. River Road, Rosemont, IL 60018,555 S. Lamar Street, Dallas, Texas 75202, on June 16, 2016,13, 2019, at 8:30 a.m. local time.
Central Daylight Time. The matters expected to be addressed at the meeting are described in detail in the accompanying Notice of Annual Meeting of StockholdersShareholders and Proxy Statement.
Your vote is important. Please castimportant to us. While we invite you to attend the meeting and exercise your right to vote your shares in person, we recognize that many of you may not be able to attend or may choose not to do so. Whether or not you plan to attend, we respectfully request you vote as soon as possible over the Internet, by telephone, or, upon your request, after receipt of paper copies of the proxy materials. Your vote will mean that you are represented at the Annual Meeting of Shareholders regardless of whether or not you attend in person. You may also request a paper copy of the proxy card to submit your vote, if you prefer. If you have voted by the Internet, by mail or by telephone and later decide to attend the Annual Meeting, you may come to the meeting and vote in person.We do encourage you to vote by Internet.
WeThank you for being a shareholder and we look forward to seeing you at the meeting.
Sincerely,
Stephen M. King
Chairman of the Board
Brian A. Jenkins
Chief Executive Officer
| DAVE & BUSTER’S ENTERTAINMENT, INC. 2481 Mañana Drive Dallas, TX 75220 |
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERSSHAREHOLDERS
To Our Stockholders:Shareholders:
NOTICE IS HEREBY GIVEN that the 20162019 Annual Meeting of StockholdersShareholders of Dave & Buster’s Entertainment, Inc. (the “Annual Meeting”) will be held at the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, IL 60018 on June 16, 2016, at 8:30 a.m., localnoted time and place below for the following purposes:
8:30 a.m. |
Central Daylight Time |
Thursday |
June 13, 2019 |
| Where: | Omni Dallas Hotel |
555 S. Lamar St. |
Dallas, Texas 75202 |
Who Can Vote
Only shareholders of record at the close of business on April 24, 2019, are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.
Items of Business
| • | To elect the nine directors named in the Proxy Statement, each to serve for one year or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. |
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending |
To cast an advisory vote on executive compensation. |
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Beginning on May 4, 2016,1, 2019, we sent a Notice Regarding the Availability of Proxy Materials to all stockholdersshareholders entitled to vote at the Annual Meeting, a Notice Regarding the Availability of Proxy Materialstogether with instructions on how to access our proxy materials over the Internet and how to vote. Only stockholders of record at the close of business on April 22, 2016, are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
Jay L. Tobin
Senior Vice President,Robert W. Edmund
General Counsel, Secretary
and SecretarySVP of Human Resources
Dallas, Texas
May 4, 20161, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERSHAREHOLDER MEETING TO BE HELD ON JUNE 16, 2016.13, 2019.
The Company’s Proxy Statement and Annual Report on Form10-K
are available at http://edocumentview.com/play.
DAVE & BUSTER’S ENTERTAINMENT, INC.
Proxy Statement
For the Annual Meeting of StockholdersShareholders
To Be Held on June 16, 201613, 2019
DAVE & BUSTER’S ENTERTAINMENT, INC.2019 Proxy Statement Summary
2481 Mañana Drive, Dallas, Texas 75220
PROXY STATEMENT
May 4, 2016
The accompanying proxy is solicitedThis summary highlights selected information on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Dave &and Buster’s Entertainment, Inc., a Delaware corporation (sometimes referred to herein as “we,” “us,”“we”, “us”, “our” or the “Company”), for use that is provided by our Board of Directors (the “Board of Directors” or the “Board”) in more detail throughout the Proxy Statement. This summary does not contain all of the information you should consider before voting, and you should read the entire Proxy Statement before casting your vote.
Annual Meeting Information
Date: | Thursday June 13, 2019 | Voting Only shareholders as of the Record Date (April 24, 2019) are entitled to vote. Attending the Meeting in Person If you are a registered shareholder (the shares are held in your name), you must present valid identification to vote at the annual meeting. If you are a beneficial shareholder (the shares are held in the name of your bank, brokerage firm or other nominee), you will need to obtain a “legal proxy” from the registered shareholder (your bank, brokerage firm or other nominee) and present valid identification to vote at the annual meeting. | ||||
Time: | 8:30 a.m. | |||||
Place: | Omni Dallas Hotel 555 S. Lamar Street Dallas, Texas 75202 | |||||
Record Date: | April 24, 2019 | |||||
Vote via the Internet Follow the instructions on your Notice or Proxy Card |
Vote via Phone Call the number on your Notice or Proxy Card |
Vote via Mail Follow the instructions on your Notice or Proxy Card |
Vote in Person Attend the Annual Meeting and Vote by Ballot |
Shareholders Action
Proposals | Description | Board Voting Recommendation | Votes Required | Page Reference | ||||
| 1 |
Election of Directors | FOR each nominee | Majority | 5-9 | ||||
| 2 |
Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Majority | 10 | ||||
| 3 |
Advisory Vote on Executive Compensation | FOR | Majority | 11 | ||||
| Dave & Buster’s Entertainment, Inc. | 1 | Eat Drink Play Watch® |
Information about the Board of Directors at 2018 Fiscal Year End:
| Independence, Committees and Meetings | ||||||||||
Director | Board of Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Finance Committee | |||||
Victor L. Crawford
| I | M | M | |||||||
Hamish A. Dodds
| I | M | M | |||||||
Michael J. Griffith
| LID | C | ||||||||
Jonathan S. Halkyard
| I | M | C | C | ||||||
Brian A. Jenkins*
| CEO | |||||||||
Stephen M. King**
| COB | |||||||||
Patricia H. Mueller
| I | M | M | |||||||
Kevin M. Sheehan
| I | C | M | |||||||
Jennifer Storms
| I | M | M | |||||||
Number of Meetings in Fiscal 2018
| 5 | 8 | 3 | 4 | 7 | |||||
I | – | Independent Director | ||
LID | – | Lead Independent Director | ||
CEO | – | Chief Executive Officer | ||
COB | – | Chairman of the Board | ||
C | – | Committee Chair | ||
M | – | Committee Member | ||
* | – | As anon-independent member of the Board, Mr. Jenkins does not serve on any committees. | ||
** | – | As thenon-independent Chairman of the Board, Mr. King does not serve on any committees. |
Board Skills and Core Competencies:
Our Board is comprised of directors who have a variety of skills and core competencies as noted in the chart below:
| Dave & Buster’s Entertainment, Inc. | 2 | Eat Drink Play Watch® |
Our Board is also diverse in age, tenure and gender:
 |  | |
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Corporate Governance Highlights:
Our Board of Directors and management are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our practices are designed to provide effective oversight and management of our company as well as meet our regulatory and NASDAQ requirements, including the following:
| ✓ | Separate Chairman of the Board and Chief Executive Officer |
| ✓ | Lead Independent Director |
| ✓ | All Board Committees comprised of only Independent Directors |
| ✓ | Regular Executive Sessions of Independent Directors |
| ✓ | Diverse Board |
| ✓ | Commitment to Board Refreshment |
| ✓ | Annual Director Elections |
| ✓ | Majority Voting in Uncontested Director Elections |
| ✓ | Director Share Ownership Requirements |
| ✓ | Strong Director Attendance Record |
| ✓ | Director Overboarding Policy |
| ✓ | Mandatory Director Retirement Age |
| ✓ | Annual Board and Committee Evaluations |
| ✓ | Continued Engagement with Our Shareholders |
| ✓ | No Shareholder Rights Plan |
Fiscal 2018 Strategic Highlights:
We drove creation of new proprietary games as evidenced by our highly successful launch of our Virtual Reality platform with the Jurassic World VR Expedition and Dragonfrost VR titles.
We focused on simplification, quality and accessibility in our food and beverage offerings as evidenced by our menu streamlining, better raw ingredients such as premium choice steaks,re-crafted andre-brandedold-time favorites, and healthier offerings.
We emphasized improved guest service and reduced friction in part with the rollout of our new RFID Tap and Play Power Cards enabling an easier, faster and more accurate game activation experience, and the rollout of a new labor management system enhancing our ability to schedule our team at the 2016 Annual Meetingright time and place.
We effectively communicated our offering and value through our Unlimited Wings and Unlimited Video Games promotion and our Virtual Reality game offerings, while also evolving our media mix and increasing our digital spend with a greater emphasis on programmatic media, social media and search engine marketing and optimization.
| Dave & Buster’s Entertainment, Inc. | 3 | Eat Drink Play Watch® |
Fiscal 2018 Business Performance Highlights:
Total revenues increased 11.0% to $1.265 billion from $1.140 billion in fiscal 2017 (or 12.9% on a comparable 52 week basis).
Opened 15 new stores compared to 14 new stores in fiscal 2017.
Comparable store sales (on a 52 week basis) decreased 1.6%.
Net income of Stockholders (the “Annual Meeting”)$117.2 million vs. $120.9 million in fiscal 2017.
Earnings per share increased to be held at the Westin O’Hare Hotel, 6100 N. River Road, Rosemont, IL 60018, on June 16, 2016, at 8:30 a.m. local time. We posted this Proxy Statement$2.93 per diluted share from $2.84 per diluted share in fiscal 2017.
EBITDA increased 4.0% to $279.3 million from $268.5 million in fiscal 2017, and the accompanying proxy on or about May 4, 2016,Adjusted EBITDA increased 2.8% to our website at www.daveandbusters.com, and mailed notice on or about May 4, 2016 to all stockholders entitled to vote at the Annual Meeting.$311.1 million from $302.7 million in fiscal 2017.
Voting Rights, Quorum and Required Vote
Only holders of recordRepurchased approximately 3.1 million shares of our common stock for $149.1 million.
Fiscal 2018 Executive Compensation Highlights and Key Practices:
The Compensation Committee conducted its annual review of executive compensation programs, in partnership with its independent compensation consultant, Aon Consulting.
There were no material changes to executive compensation philosophies or practices in fiscal 2018 from the prior fiscal year.
Payments made to our executive officers under the annual Executive Incentive Plan were an average of 77.8% of target, based on results achieved in fiscal 2018.
Payouts made to all executive officers under the Long Term Incentive Plan for the fiscal 2016 grant were combined payout of 153.9% of target, based on cumulative results achieved during fiscal 2016, 2017, and 2018.
All named executive officers met the stock ownership guidelines for executive officers at the closeend of business on April 22, 2016, which is the record date, will be entitledfiscal 2018.
Corporate Responsibility Highlights:
Formed an internal team to vote at the Annual Meeting. At the closeoverseeon-going efforts in corporate responsibility.
Updated our Code of business on April 15, 2016, we had 41,735,327 million sharesBusiness Conduct and Ethics applicable to all employees, officers and board members regarding areas of common stock outstandingcorporate responsibility.
Updated our supplier code of conduct and entitledexpanded its coverage beyond our food and beverage suppliers to vote. Holdersinclude all our supplier community.
Added public disclosure of the Company’s common stock are entitledour corporate responsibility efforts to one vote for each share held as of the above record date. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.
Proposal No. 1 – Election of Directors: Directors will be elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the nine nominees receiving the highest number of “for” votes will be elected. Withheld votes and broker non-votes (as defined below) will have no effect on Proposal No. 1.
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm: Requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against Proposal No. 2. Brokers are permitted to exercise their discretion and vote without specific instruction on this matter. Accordingly, there are no broker non-votes.
Proposal No. 3 – Amendment of Second Amended and Restated Certificate of Incorporation to Allow Removal of Directors With or Without Cause by Vote of a Majority of Stockholders: Requires the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstensions will count the same as votes against Proposal No. 3. Broker non-votes (as defined below) will have no effect on Proposal No. 3.
Proposal No. 4 – Advisory Vote on Executive Compensation: Requires the affirmative vote of the holders of a majority in voting power of stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstensions will count the same as votes against Proposal No. 4. Broker non-votes will have no effect on Proposal No. 4.
Proposal No. 5 – Advisory Vote on Frequency of Votes on Executive Compensation: Requires the affirmative vote of the holders of a majority in voting power of stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstensions will count the same as votes against Proposal No. 5. Broker non-votes will have no effect on Proposal No. 5.
Voting Your Shares
If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote in person at the Annual Meeting or vote by completing, dating and signing the accompanying proxy and promptly returning it in the envelope enclosed with the paper copies of the proxy materials, or electronically through the Internet by following the instructions included on your proxy card. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” such proposal; or in the case of the election of directors, as a vote “for” election to the Board of all nominees presented by the Board; or in the case of Proposal No. 5, as a vote for “One Year” as the frequency of votes on executive compensation.
If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote in person at the Annual Meeting. If you do not provide voting instructions to your broker in advance of the Annual Meeting, The NASDAQ Stock Market LLC (“NASDAQ”) rules grant your broker discretionary authority to vote on “routine” proposals. The ratification of the appointment of the independent public accounting firm in Proposal No. 2 is the only item on the agenda for the Annual Meeting that is considered routine. Where a proposal is not “routine,” a broker who has received no instructions from a client does not have discretion to vote such client’s uninstructed shares on that proposal, and the unvoted shares are referred to as “broker non-votes.”
In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.
The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. Stockholders votingwebsite [accessible via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companieslink on our homepage at www.daveandbusters.com], including our efforts regarding environmental and Internet access providers, which must be borne by the stockholder.social responsibility matters.
| Dave & Buster’s Entertainment, Inc. | 4 | Eat Drink Play Watch® |
Expenses of Solicitation
The expenses of soliciting proxies to be voted at the Annual Meeting will be paid by the Company. Following the original distribution of the proxies and other soliciting materials, the Company and/or its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone, or email. Following the original distribution of the proxies and other soliciting materials, we will request that banks, brokers and other nominees distribute the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in distributing soliciting materials to their clients.
Revocability of Proxies
Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by (a) a subsequent proxy that is submitted via telephone or Internet no later than 1:00 a.m., Central Time, on June 16, 2016, (b) a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or (c) attendance at the Annual Meeting and voting in person. In order for beneficial owners to change any of their previously reported voting instructions, they must contact their bank, broker or other nominee directly.
Delivery of Documents to Stockholders Sharing an Address
We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding” under which multiple stockholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the stockholders. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, or if you have previously opted out and wish to participate in householding, you may do so by notifying us by mail at Dave & Buster’s Entertainment, Inc., 2481 Mañana Drive, Dallas, TX 75220; Attn: Investor Relations or by email atinvestorrelations@daveandbusters.com. You may also request additional copies of the proxy materials by notifying us in writing at the same address or email address. Stockholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding.
Proxy Materials
Beginning on May 4, 2016, we mailed notice to all stockholders entitled to vote at the Annual Meeting a Notice Regarding the Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials you may notify us at the email address and mailing address provided above.
– ELECTION OF DIRECTORS
Your proxy will be used to voteFOR the election of all of the nominees named below unless you abstain from or vote against the nominees when you send in your proxy. The Company’s Board of Directors is presently comprised of elevennine members. J. Taylor Crandall and Tyler J. Wolfram have notified us that they will not stand for re-election to the Board of Directors. Each of the nominees for election to the Board of Directors is currently a director of the Company. If elected at the Annual Meeting, each of the nominees will serve for one year or until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If any of the nominees is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholdersshareholders may vote for a substitute nominee chosen by the present Board to fill a vacancy. In the alternative, the stockholdersshareholders may vote for just the remaining nominees leaving a vacancy that may be filled at a later date by the Board. Alternatively, the Board may reduce the sizeits size.
We are furnishing below certain biographical information about each of the Board.
The namesnine nominees for director. Also included is a description of the nominees for election as directors at the Annual Meeting, including their ages asexperience, qualifications, attributes and skills of May 4, 2016, are included below.
| Nominee | Age | Position | Year Elected Director | |||
| Michael J. Griffith(1)(2) | 59 | Director | 2011 | |||
| Jonathan S. Halkyard(1)(2)(7) | 51 | Director | 2011 | |||
| David A. Jones(4)(5) | 66 | Director | 2010 | |||
| Stephen M. King | 58 | Chief Executive Officer and Director | 2006 | |||
| Alan J. Lacy(1)(3) | 62 | Chairman and Lead Independent Director | 2010 | |||
| Kevin M. Mailender(3)(4) | 38 | Director | 2010 | |||
| Patricia H. Mueller(1) | 53 | Director | 2015 | |||
| Kevin M. Sheehan(4)(6) | 62 | Director | 2011 | |||
| Jennifer Storms | 44 | Director | 2016 |
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Nominating and Corporate Governance Committeeeach nominee.
Victor L. Crawford | ||||||
DIRECTOR SINCE: 2016 | AGE: 57 | |||||
COMMITTEES:Audit & Finance | DIRECTOR STATUS: INDEPENDENT | |||||
CURRENT POSITION: | ||||||
- Chief Executive Officer of the Pharmaceutical Segment ofCardinal Health, Inc., a global healthcare services and products company since November 2018. Leadership, Strategic, Operations, Finance, | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- Aramark, a global provider of food, facilities and uniform services: • Chief Operating Officer for the Healthcare, Education and Facilities businesses (September 2012-October 2018) Leadership, Strategic, Operations, Food & Beverage, Finance - PepsiCo, Inc., a multinational food, snack and beverage corporation: • Various management positions most recently as President, North America, of Pepsi Beverage Company and as Executive Vice President, Supply Chain and System Transformation(2005-2012) Leadership, Strategic, Retail, Food & Beverage, Operations, Finance, Distribution/Supply Chain, Global - Marriott International, Inc., a multinational diversified hospitality company managing a broad portfolio of hotels and related lodging facilities: • Multiple capacities with including as Chief Operating Officer, Eastern Division, North American Lodging operations (2000-2005) Leadership, Strategic, Operations, Hospitality, Finance - Price Waterhouse LLP., a multinational professional services network providing audit and assurance, tax and consulting services: • Early career Accounting, Finance | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | ||||||
| OTHER POSITIONS/MEMBERSHIPS: | ||||||
- Director, National Urban League | ||||||
| EDUCATION: | ||||||
- B.S. Accounting, Boston College | ||||||
| ACCOLADES: | ||||||
- Recognized on Savoy’s Top 100 Most Influential Blacks in Corporate America (2016) - Recognized as African/American Leader by Multicultural Foodservice & Hospitality Alliance (2015) - Recognized on Black Enterprise’s 100 Most Powerful Executives in Corporate America (2009) | ||||||
(5) Chair of the Compensation Committee
(6) Chair of the Audit Committee
| Dave & Buster’s Entertainment, Inc. | 5 | Eat Drink Play Watch® |
Michael J. Griffith has served as Vice Chairman of Activision Blizzard, Inc., a worldwide online, personal computer, console, handheld, and mobile game publisher since March 2010. Previously, Mr. Griffith served as President and Chief Executive Officer of Activision Publishing, Inc., (“Activision”), prior to its merging with Blizzard Entertainment, Inc., from June 2005 to March 2010. Prior to joining Activision, Mr. Griffith served in a number of executive level positions at The Procter & Gamble Company from 1981 to 2005, including President of the Global Beverage Division
from 2002 to 2005, Vice President and General Manager of Coffee Products from 1999 to 2002, and Vice President and General Manager of Fabric & Home Care—Japan and Korea and Fabric & Home Care Strategic Planning—Asia from 1997 to 1999. Mr. Griffith has served on our Board of Directors since October 2011. Mr. Griffith brings substantial industry, financial and leadership experience to our Board of Directors.
Jonathan S. Halkyard has served as Chief Financial Officer of Extended Stay America Inc., the largest owner/operator of company branded hotels in North America, since January 2015. From September 2013 to January 2015, Mr. Halkyard served as Chief Operating Officer of Extended Stay America. From July 2012 to September 2013, Mr. Halkyard served as Executive Vice President and Chief Financial Officer of NV Energy, Inc., a holding company providing energy services and products in Nevada, and its wholly owned utility subsidiaries, Nevada Power Company and Sierra Pacific Power Company. Mr. Halkyard served as Executive Vice President of Caesars Entertainment Corporation (formerly known as Harrah’s Entertainment, Inc.), one of the largest casino entertainment providers in the world (“Caesars”), from July 2005 until May 2012, and Chief Financial Officer from August 2006 until May 2012. Previously, Mr. Halkyard served Caesars as Treasurer from November 2003 through July 2010, Vice President from November 2002 to July 2005, Assistant General Manager-Harrah’s Las Vegas from May 2002 until November 2002 and Vice President and Assistant General Manager-Harrah’s Lake Tahoe from September 2001 to May 2002. Mr. Halkyard has served on our Board of Directors since October 2011 and serves as Chair of our Finance Committee. Mr. Halkyard brings substantial industry, financial and leadership experience to our Board of Directors.
David A. Jones serves as a Senior Advisor to Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (collectively, the “Oak Hill Funds”) and other private equity funds managed by Oak Hill Capital Management, LLC (“Oak Hill”), and has been providing consulting services to Oak Hills’s private equity funds and various portfolio companies since 2008. He also currently serves as Executive Chairman of Imagine! Print Solutions (a differentiated provider of printed in-store marketing solutions), a director of Pentair, Ltd. (a diversified company manufacturing valves, fittings and water system, thermal management, and equipment protection products) and Earth Fare, Inc. (a chain of organic and natural food markets), and is a trustee emeritus of Union College. From 2005 until 2007, Mr. Jones was the Chairman and Global Chief Executive Officer of Spectrum Brands, Inc., a $4.3 billion publicly traded consumer products company with operations in over 120 countries worldwide and whose brand names include Rayovac, Varta, Remington, Cutter, Tetra and over fifty other major consumer brands. From 1996 to 2005, Mr. Jones was the Chairman and Chief Executive Officer of Rayovac Corporation (the predecessor to Spectrum Brands), a $1.4 billion publicly traded global consumer products company with major product offerings in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide and pet supply product categories. After Mr. Jones was no longer an executive officer of Spectrum Brands, it filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in March 2009 and exited from bankruptcy proceedings in August 2009. In aggregate, Mr. Jones has over 35 years of experience in senior leadership roles at several leading public and private global consumer products companies. Mr. Jones has served on our Board of Directors since June 2010 and serves as Chair of our Compensation Committee. He brings substantial industry, financial and leadership experience to our Board of Directors.
Stephen M. King has served as the Chief Executive Officer and Director of the Company or its subsidiaries since September 2006. From March 2006 until September 2006, Mr. King served as our Senior Vice President and Chief Financial Officer. From 1984 to 2006, he served in various capacities for Carlson Restaurants Worldwide Inc., a company that owns and operates casual dining restaurants
worldwide, including Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer and, most recently, as President and Chief Operating Officer of International. Mr. King brings substantial industry, financial and leadership experience to our Board of Directors.
Alan J. Lacy serves as a director of Bristol-Myers Squibb Company (a global biopharmaceutical company). Mr. Lacy is also currently Trustee of Fidelity Funds (a provider of financial management and advisory services). Previously, he served as Senior Advisor to Oak Hill’s private equity funds from 2007-2014. In addition, he was Vice Chairman and Chief Executive Officer of Sears Holdings Corporation, a large broad line retailer, and Chairman and Chief Executive Officer of Sears Roebuck and Co. (“Sears”), a large retail company. Prior to that, Mr. Lacy was employed in a number of executive level positions at major retail and consumer products companies, including Sears, Kraft, Philip Morris and Minnetonka Corporation. Mr. Lacy is a Trustee of the California Chapter of The Nature Conservancy and a Director at The Center for Advanced Study in The Behaviorial Sciences at Stanford University. Mr. Lacy has served on our Board of Directors since June 2010, serves as Lead Independent Director and has served as Chairman since September 2014. He brings substantial industry, financial and leadership experience to our Board of Directors.
Kevin M. Mailender is a Partner of Oak Hill and has been with the firm since 2002. Mr. Mailender is responsible for originating, structuring and managing investments in the Consumer, Retail and Distribution sectors. He currently serves as a director of Imagine! Print Solutions (a differentiated provider of printed in-store marketing solutions), The Hillman Companies, Inc. (a distributor of fasteners, key duplication systems, engraved tags and other hardware items), Earth Fare, Inc. (a chain of organic and natural food markets) and Berlin Packaging (a privately-held, full-service strategic supplier of rigid packaging products). Mr. Mailender has served on our Board of Directors since June 2010 and brings substantial financial, investment and business experience to our Board of Directors.
Patricia H. Mueller has served as Senior Vice President and Chief Marketing Officer of The Home Depot, Inc. (the world’s largest home improvement retailer) since February 2011. Ms. Mueller served as Vice President, Advertising of The Home Depot, Inc. from September 2009 to February 2011. Ms. Mueller also serves on the board of The Home Depot Foundation. Ms. Mueller previously served as Senior Vice President of Marketing and Advertising of The Sports Authority, Inc. from September 2006 to August 2009, Vice President of Advertising of American Signature, Inc. from September 2004 to August 2006 and held senior roles with Value Vision, Inc./ShopNBC from 1999 to 2004, including Senior Vice President TV Sales & Promotions, Senior Vice President Strategic Development and Senior Vice President Marketing & Programming. Ms. Mueller has served on our Board of Directors since April 2015 and brings substantial marketing, advertising and retail experience to our Board of Directors.
Kevin M. Sheehan serves as the John J. Phelan, Jr. Distinguished Professor in the Robert B. Willumstad School of Business at Adelphi University. Mr. Sheehan served as President of NCL Corporation Ltd., a leading global cruise line operator (“Norwegian”), from August 2010 through January 2015 (and previously from August 2008 through March 2009) and Chief Executive Officer of Norwegian from November 2008 through January 2015. Mr. Sheehan also served as Chief Financial Officer of Norwegian from November 2007 until September 2010. Before joining Norwegian, Mr. Sheehan spent two and one-half years consulting to private equity firms including Cerberus Capital Management LP (2006-2007) and Clayton Dubilier & Rice (2005-2006). From August 2005 to January 2008, Mr. Sheehan served on the faculty of Adelphi University as Distinguished Visiting Professor—Accounting, Finance and Economics. Prior to that, Mr. Sheehan served a nine-year career with Cendant Corporation, most recently serving as Chairman and Chief Executive Officer of its
Vehicle Services Division (including global responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck, PHH Fleet Management and Wright Express). Mr. Sheehan serves on the Board of Directors, as Chairman of the Audit Committee, and as a member of the Compensation Committee of New Media Investment Group Inc. (one of the largest publishers of locally based print and online media in the United States) and serves on the Board of Directors of Bob Evans Farms, Inc. (an owner and operator of full-service restaurants and a leading producer and distributor of refrigerated and frozen foods). Mr. Sheehan has served on our Board of Directors since October 2011 and is the Chair of our Audit Committee. Mr. Sheehan brings substantial investment, financial and business experience to our Board of Directors.
Jennifer Storms has served as Chief Marketing Officer for NBC Sports Group, a division of NBCUniversal, one of the world’s leading media and entertainment companies in the development, production, and marketing of entertainment, news and information, since October 2015. Ms. Storms served in various capacities, most recently as Senior Vice President, Global Sports Marketing, of PepsiCo, Inc. from 2011 to 2015. Prior to that, Ms. Storms served as Senior Vice President, Sports Marketing of PepsiCo-owned Gatorade from 2009 to 2011 and served in various marketing and programming leadership positions at Turner Broadcasting System/Turner Sports, most recently as Senior Vice President, Sports Programming and Marketing, from 1995 to 2009. Ms. Storms has served on our Board of Directors since April 2016 and brings substantial marketing, advertising, and strategic experience to our Board of Directors.
Hamish A. Dodds | ||||||
DIRECTOR SINCE: 2017 | AGE: 62 | |||||
COMMITTEES:Audit & Finance | DIRECTOR STATUS: INDEPENDENT | |||||
RECENT POSITION: | ||||||
- President and Chief Executive Officer ofHard Rock International, an owner, operator, and franchisor of restaurants, hotels, casinos, and live music venues in over seventy countries, from 2004-February 2017. Leadership, Strategic, Operations, Finance, Global, Franchise, Entertainment, Gaming, Food & Beverage | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- cbc (The Central American Bottling Corporation) (also known as CabCorp), a multi-Latin beverage company in more than 33 countries with strategic partners PepsiCo, Ambev and Beliv: • Chief Executive Officer (2002-2003) • Non-executive Director (2003-2010) Leadership, Strategic, Board Governance, Global, Distribution, Food & Beverage - PepsiCo, Inc.: • Various management and financial positions including Division President and General Manager for beverage operations across Latin America (1989-2002) Accounting, Finance, Food & Beverage, Operations, Global - The Burton Group (now Arcadia Group)(an UK multinational retailing company) and Overseas Containers, Ltd. (an UK container shipping company): • Multiple management and financial positions (1982-1989) Accounting, Finance, Consumer Goods, Retail | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | Pier 1 Imports, Inc. | |||||
| OTHER POSITIONS/MEMBERSHIPS: | ||||||
- Fellow Member, Chartered Management Accountants | ||||||
| EDUCATION: | ||||||
- B.A. Business Studies, Robert Gordon University, Scotland | ||||||
| ACCOLADES: | ||||||
- Honorary Doctorate, Business Administration, Robert Gordon University (2011) | ||||||
Michael J. Griffith | ||||||
DIRECTOR SINCE: 2011 | AGE: 62 | |||||
COMMITTEES:Compensation | DIRECTOR STATUS: INDEPENDENT | |||||
RECENT POSITION: | ||||||
- President and Chief Executive Officer ofEAT Club, Inc., the largest business-focused online lunch delivery company in the United States, from July 2016-March 2018. Leadership, Strategic, Finance, Food & Beverage, Marketing,E-Commerce | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- Activision Blizzard, Inc., a worldwide online, personal computer, console, handheld, and mobile game publisher: • Vice Chairman (March 2010-August 2016) Leadership, Strategic, Board/Governance - Activision Publishing, Inc. (prior to merger with Blizzard Entertainment, Inc.), one of the world’s largest third-party video game publishers: • President and Chief Executive Officer (June 2005-March 2010) Leadership, Strategic, Finance, Amusements/Gaming, Operations, Entertainment - The Procter & Gamble Company, a multinational consumer goods corporation: • Various executive positions, including President of the Global Beverage Division, Vice President and General Manager of Coffee Products, and Vice President and General Manager of Fabric & Home Care—Japan and Korea and Fabric & Home Care Strategic Planning—Asia (1981-2005) Leadership, Strategic, Global, Consumer Goods, Consumer Insights/Marketing | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | ||||||
EDUCATION: | ||||||
- B.A. Mathematics, Computational Math, and Economics, Albion College, MI | - M.B.A. Finance and Strategic Planning, University of Michigan | |||||
| Dave & Buster’s Entertainment, Inc. | 6 | Eat Drink Play Watch® |
Jonathan S. Halkyard | ||||||
DIRECTOR SINCE: 2011 | AGE: 54 | |||||
| COMMITTEES:Audit, Finance, and Nominating and Corporate Governance | DIRECTOR STATUS: INDEPENDENT | |||||
CURRENT POSITION: | ||||||
- President and Chief Executive Officer ofExtended Stay America, Inc., the largest owner/operator of company branded hotels in North America, and its paired-share REIT,ESH Hospitality, Inc., since January 2018. Leadership, Strategic, Hospitality, Board Governance, Finance | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- Extended Stay America, Inc.: • Chief Financial Officer (January 2015-December 2017) • Chief Operating Officer (September 2013-January 2015) Leadership, Strategic, Hospitality, Operations, Finance - NV Energy, Inc. a holding company providing energy services and products in Nevada, and its wholly-owned utility subsidiaries, Nevada Power Company and Sierra Pacific Power Company: • Executive Vice President and Chief Financial Officer (July 2012-September 2013) Leadership, Strategic, Finance - Caesar’s Entertainment Corporation (formerly Harrah’s Entertainment, Inc.), one of the world’s largest casino entertainment providers: • Various executive, finance and managerial capacities, including Executive Vice President, Chief Financial Officer and Treasurer(2001-2012) Leadership, Strategic, Operations, Finance, Entertainment, Gaming, Food & Beverage | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | Extended Stay America, Inc. | |||||
OTHER POSITIONS/MEMBERSHIPS: | ||||||
- Member, Board of Advisors, McColl School of Business, Queens University of Charlotte, NC - Member, Board of Trustees, Charlotte Latin School, NC | ||||||
EDUCATION: | ||||||
- B.A. Economics, Colgate University | - M.B.A. Harvard Business School | |||||
ACCOLADES: | ||||||
- 2013 Civitas Laurel Award, Foundation for an Independent Tomorrow, Las Vegas, NV | ||||||
Brian A. Jenkins | ||||||
DIRECTOR SINCE: 2018 | AGE: 57 | |||||
COMMITTEES:None | DIRECTOR STATUS: MANAGEMENT | |||||
CURRENT POSITION: | ||||||
- Chief Executive Officer forDave & Buster’s Entertainment, Inc., since August 2018. Leadership, Strategic, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- Dave & Buster’s Entertainment, Inc.: • Senior Vice President and Chief Financial Officer (December 2006-August 2018) Leadership, Strategic, Finance, Consumer Insights, Global, Food & Beverage, Amusements/Gaming - Six Flags, Inc.,an amusement park operator: • Various positions, including Senior Vice President - Finance (1996-2006) Leadership, Strategic, Finance, Consumer Insights, Global, Food & Beverage, Amusements - FoxMeyer Health Corporation,a wholesale pharmaceuticals distributor: • Various finance positions, including Vice President of Corporate Planning and Business Development (1990-1996) Leadership, Strategic, Finance | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | ||||||
| EDUCATION: | ||||||
- B.S. Commerce, Finance/MIS, University of Virginia | - M.B.A. Southern Methodist University | |||||
| Dave & Buster’s Entertainment, Inc. | 7 | Eat Drink Play Watch® |
Stephen M. King | ||||||
DIRECTOR SINCE: 2006 | AGE: 61 | |||||
COMMITTEES:None | DIRECTOR STATUS: NON-INDEPENDENT | |||||
CURRENT POSITION: | ||||||
- Chairman of the Board ofDave & Buster’s Entertainment, Inc., since July 2017. Leadership, Strategic, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- Dave & Buster’s Entertainment, Inc. • Chief Executive Officer (September 2006-August 2018) • Senior Vice President and Chief Financial Officer (2006) Leadership, Strategic, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global - Carlson Restaurants Worldwide Inc., an owner, franchisor and operator of casual dining restaurant brands worldwide, including T.G.I. Friday’s: • Various executive and management capacities, including, Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer, and President and Chief Operating Officer of International (1984-2006) Leadership, Strategic, Finance, Operations, Food & Beverage, Supply Chain, Information Technology, Franchise, Global | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | Ruth’s Hospitality Group, Inc. | |||||
EDUCATION: | ||||||
- B.S. Hotel & Restaurant Administration, Cornell University | - M.B.A. Finance, Cornell University | |||||
ACCOLADES: | ||||||
- 2017 Golden Chain Award Honoree, Nation’s Restaurant News - Ernst & Young Entrepreneur of the Year Finalist (2017 – Southwest Region) - Cornell University Distinguished Classmates of 1979 | ||||||
Patricia H. Mueller | ||||||
DIRECTOR SINCE: 2015 | AGE: 56 | |||||
COMMITTEES:Compensation and Nominating and Corporate Governance | DIRECTOR STATUS: INDEPENDENT | |||||
CURRENT POSITION: | ||||||
- Co-founder ofMueller Retail Consulting, LLC, a company assisting retailers with branding, marketing and interconnected retail strategies, since June 2016. Leadership, Strategic, Retail, Marketing, Consumer Insights,E-Commerce | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- The Home Depot, Inc., the world’s largest home improvement retailer: • Senior Vice President and Chief Marketing Officer (February2011-May 2016) • Vice President, Advertising (2009-2011) Leadership, Strategic, Branding, Retail, Marketing, Consumer Insights,E-Commerce, Global - The Sports Authority, Inc., an operator of sporting goods retail stores: • Senior Vice President of Marketing and Advertising (2006-2009) Leadership, Strategic, Retail, Marketing, Consumer Insights - American Signature, Inc., a manufacturer and retailer of furniture and home furnishings: • Vice President of Advertising (2004-2006) Leadership, Retail, Marketing, Consumer Insights - Value Vision, Inc./ShopNBC,an integrated direct marketing company selling products to consumers: • Various executive positions, including Senior Vice President of TV Sales & Promotions, Senior Vice President Strategic Development, and Senior Vice President Marketing & Programming (1999-2004) Leadership, Strategic, Marketing, Consumer Insights,E-Commerce | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | ||||||
OTHER POSITIONS/MEMBERSHIPS: | ||||||
- 2016-2019 National Association of Corporate Directors Fellow | ||||||
EDUCATION: | ||||||
- B.S. Business, Management, Marketing and Related Support Services, State University of New York at Plattsburgh | ||||||
ACCOLADES: | ||||||
- 2010 National Diversity Council Most Influential Woman of the Year - 2011 “Ad Age” Women to Watch - 2014-15 Top 50 Women in Brand Marketing - 2014 Marketing Hall of Femme Honoree, Digital Marketing News - 2015 CMO Club Marketing Innovation Award | ||||||
| Dave & Buster’s Entertainment, Inc. | 8 | Eat Drink Play Watch® |
Kevin M. Sheehan | ||||||
DIRECTOR SINCE: 2011 | AGE: 65 | |||||
COMMITTEES:Audit and Finance | DIRECTOR STATUS: INDEPENDENT | |||||
RECENT POSITION: | ||||||
Leadership, Strategic, Board Governance, Gaming, Finance | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- Robert B. Willumstad School of • John J. Phelan, Jr. Distinguished Visiting Professor of • Distinguished Visiting Professor-Accounting, Finance and Economics (2005-2008) Strategic, Finance, Accounting - NCL Corporation, Ltd, a leading global cruise line operator: • Chief Executive Officer (November 2008-January 2015) • President (August 2010-January 2015; August 2008-March 2009) • Chief Financial Officer (2007-2010) Leadership, Strategic, Food & Beverage, Hospitality, Finance, Global, Consumer Insights, Marketing - Cerberus Capital Management LP(2006-2007) & Clayton Dubilier & Rice (2005-2006): • Consultant Finance, Private Equity, Strategic - Cendant Corporation, a global business and consumer services provider: • Various executive roles, including, Chairman and Chief Executive Officer of the Leadership, Strategic, Finance, Global, Consumer Insights, Marketing | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | Hertz Global Holdings | Navistar International Corporation | New Media Investment Group Inc. | |||
- Past 5 years: Bob Evans Farms, Inc. (2013-2017); Scientific Games Corporation (2016-2018) | ||||||
| OTHER POSITIONS/MEMBERSHIPS: | ||||||
- Certified Public Accountant | ||||||
| EDUCATION: | ||||||
- B.A. Hunter College, CUNY | - M.B.A. New York University Graduate School of Business | |||||
| ACCOLADES: | ||||||
- Named “Miami Ultimate CEO” by South Florida Business Journal (2011) - Ernst & Young Entrepreneur of the Year (2014 – Florida Region)
| ||||||
Jennifer Storms | ||||||
DIRECTOR SINCE: 2016 | AGE: 47 | |||||
COMMITTEES:Compensation and Nominating and Corporate Governance | DIRECTOR STATUS: INDEPENDENT | |||||
CURRENT POSITION: | ||||||
- Chief Marketing Officer and Executive Vice President, Content Strategy forNBC Sports Group,a division of NBCUniversal, a leading global media and entertainment company developing, producing, and marketing of entertainment, news and information, since March 2019 (previously served as Chief Marketing Officer from October 2015-February 2019). Leadership, Strategic, Marketing, Consumer Insights, Global | ||||||
PRIOR BUSINESS EXPERIENCE: | ||||||
- PepsiCo, Inc.: • Senior Vice President of Global Sports Marketing (2011-September 2015) Leadership, Strategic, Marketing, Consumer Insights, Global, Food & Beverage - The Gatorade Company, Inc. (a subsidiary of PepsiCo, Inc.), a manufacturer of sports-themed beverages and food products: • Senior Vice President of Sports Marketing (2009-2011) Leadership, Strategic, Marketing, Consumer Insights, Food & Beverage - Turner Broadcasting System/Turner Sports, a division of the American media conglomerate providing sports programing on television and digital media: • Multiple marketing and leadership positions, including, Senior Vice President, Sports Programming and Marketing (1995-2009) Leadership, Strategic, Marketing, Consumer Insights | ||||||
PUBLIC COMPANY BOARDS: | ||||||
- Current: Dave & Buster’s Entertainment, Inc. | ||||||
| OTHER POSITIONS/MEMBERSHIPS: | ||||||
- Member, KPMG Women’s Leadership Summit Advisory Council | ||||||
| EDUCATION: | ||||||
- B.A. Northwestern University | ||||||
| ACCOLADES: | ||||||
- Named Cynopsis Sports Media’s Marketing Executive (2018) - Named to iSportsConnect’s Influential Women in the business of Sport list (2018) - Member, Forty Under 40 Hall of Fame, SportsBusiness Daily/Global/Journal (2009) | ||||||
The Board of Directors recommends a vote FOR the election of each of the nominated directors.
| Dave & Buster’s Entertainment, Inc. | 9 | Eat Drink Play Watch® |
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected KPMG LLP (“KPMG”), to be the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2017,February 2, 2020 and recommends that the stockholdersshareholders vote for ratification for such appointment. KPMG has been engaged as our independent registered public accounting firm since 2010. As a matter of good corporate governance, the Audit Committee has requested the Board of Directors to submit the selection of KPMG as the Company’s independent registered public accounting firm for the 2016 fiscal year2019 to stockholdersshareholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We expect representatives of KPMG to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.
Audit and Related Fees
The following table sets forth the fees (dollars shown are in thousands) for professional audit services and fees for other services provided to the Company by KPMG, for the 2014 fiscal year2018 which ended on February 1, 20153, 2019 and the 2015 fiscal year2017 which ended on January 31, 2016:February 4, 2018:
| 2015 | 2014 | Fiscal 2018 | Fiscal 2017 | |||||||||
| Audit Fee | $948 | $620 | $ | 1,030 | (1) | $ | 886 | (2) | ||||
| Audit-Related Fees | - | $24 | — | — | ||||||||
| Tax Fees | - | - | — | — | ||||||||
| Total | $948 | $644 | $ | 1,030 | $ | 886 | ||||||
| (1) | Includes fees for services for the audit of the Company’s annual financial statements, the reviews of the interim financial statements, audit of the Company’s internal control over financial reporting, implementation of accounting pronouncements, assistance with Securities and Exchange Commission filings, and statutory audits of Company subsidiaries. |
(1) Includes fees for services for the audit of the Company’s annual financial statements, the reviews of the interim financial statements, audit of the Company’s internal control over financial reporting (fiscal year 2015 only), implementation of accounting pronouncements, assistance with SEC filings, and fees related to the initial public offering and subsequent follow-on offerings of our Common Stock.
(2) Includes fees related to certain capital market transactions.
| (2) | Includes fees for services for the audit of the Company’s annual financial statements, the reviews of the interim financial statements, audit of the Company’s internal control over financial reporting, implementation of accounting pronouncements, assistance with Securities and Exchange Commission filings. |
The Audit Committee has established a policy whereby the outside auditors are required to annually provide service-specific fee estimates and seekpre-approval of all audit, audit-related, tax and other services prior to the performance of any such services. Individual engagements anticipated to exceed thepre-approved thresholds must be separately approved by the Audit Committee. For both fiscal 20152018 and 2014,2017, the Audit Committeepre-approved 100% of all audit, audit-related services and tax services were pre-approvedprovided by the Audit Committee, whichKPMG and concluded that the provision of such services by KPMG was compatible with such firm’s independence.
The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP.
| Dave & Buster’s Entertainment, Inc. | 10 | Eat Drink Play Watch® |
TO AMEND OUR SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO ALLOW REMOVAL OF
DIRECTORS WITH OR WITHOUT CAUSE BY VOTE OF A
MAJORITY OF STOCKHOLDERS
Our Board has recommended and is seeking stockholder approval of an amendment to our Second Amended and Restated Certificate of Incorporation to provide that any director of the Company may be removed, with or without cause, upon the affirmative vote of the holders of a majority of the shares of the Company’s stock then entitled to vote at an election of directors.
Article V, Section (D) of our Second Amended and Restated Certificate of Incorporation currently provides that any director may be removed, but only with cause, by the affirmative vote of a majority of the remaining members of the Board or the holders of at least sixty-six and two-thirds percent (662/3%) of the then outstanding voting stock of the Corporation then entitled to vote on the election of directors, voting together as a single class.
On December 21, 2015, the Delaware Chancery Court issued an opinion inIn re Vaalco Energy, Inc. Stockholder Litigation, Consol. C.A. No. 11775-VCL, invalidating as a matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, Inc., a Delaware corporation, which permitted the removal of VAALCO’s directors by its stockholders only for cause. The Chancery Court held that, in the absence of a classified board or cumulative voting in the election of directors, VAALCO’s “only for cause” director removal provisions conflict with Section 141(k) of the Delaware General Corporation Law and are therefore invalid and unenforceable. In light of the Chancery Court’s holding, and because we do not have a classified board or cumulative voting in the election of directors, the Board has approved, and recommends for approval by the stockholders, amending Article V, Section (D) to remove the provisions regarding the removal of directors for cause only, the accompanying supermajority (662/3%) voting threshold, and the accompanying definition of “cause.” These changes are intended to conform the Company’s certificate of incorporation to the requirements of Delaware Law as applicable to the Company, and are reflected in Appendix A. The amended text will read as follows:
(D)Removal. Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
If the amendment is approved, the Company intends to promptly file a Third Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which includes the amendment contemplated by this proposal but does not further amend the Second Amended and Restated Certificate of Incorporation. The affirmative vote of at least sixty-six and two-thirds percent (662/3%) of the outstanding voting stock of the Company will be required for approval of this proposal.
The Board of Directors recommends a vote FOR the amendment of our Second Amended and Restated Certificate of Incorporation to allow removal of directors with or without cause by a vote of a majority of Stockholders.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required by SECSecurities and Exchange Commission (“SEC”) rules, we are asking you to provide an advisory,non-binding vote to approve the compensation awarded to our named executive officers, as we have described in the “Executive Compensation” section of this Proxy Statement.
As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee oversees the compensation program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program. These objectives include: to align pay to performance; to provide market-competitive pay; and to create sustained stockholdershareholder value.
We are asking you to indicate your support for our named executive officer compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our compensation program is designed appropriately and works to ensure that the interests of our executive officers, including our named executive officers, are aligned with your interest in long-term value creation.
Accordingly, we ask you to approve the following resolution at the Annual Meeting:
RESOLVED, that the stockholdersshareholders of Dave & Buster’s Entertainment, Inc. approve the compensation awarded to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to SEC rules, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion.
This resolution isnon-binding on the Board of Directors. Althoughnon-binding, the Board of Directors and Compensation Committee will review the voting results and consider your concerns in their continued evaluation of the Company’s compensation program. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer, it will not be binding or overrule any decision by the Board of Directors, and it will not restrict or limit the ability of the stockholdersshareholders to make proposals for inclusion in proxy materials related to executive compensation.
The Board of Directors recommends an advisory vote FOR the approval of our executive compensation.
ADVISORY VOTE ON FREQUENCY OF
VOTES ON EXECUTIVE COMPENSATION
As required by SEC rules, we are asking you to vote on an advisory, non-binding basis, on how frequently we should present to you the advisory vote on executive compensation. SEC rules require the Company to submit to a stockholder vote at least once every six years whether advisory votes on executive compensation should be presented every one, two or three years.
After careful consideration of the frequency alternatives, the Board believes that a one year frequency for conducting an advisory vote on executive compensation is appropriate for the Company and its stockholders at this time. Notwithstanding the outcome of this vote, stockholders, at their discretion at any time, may communicate directly with the Board of Directors on various issues, including executive compensation.
Stockholders must specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. While this vote is advisory and non-binding on the Company, the Board of Directors and the Compensation Committee will carefully consider the outcome of the vote, among other factors, when making future decisions regarding the frequency of advisory votes on executive compensation. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the Board of Directors, and will not restrict or limit the ability of the stockholders to make proposals for inclusion in proxy materials related to executive compensation.
| Dave & Buster’s Entertainment, Inc. | 11 | Eat Drink Play Watch® |
The Board of Directors recommends an advisory vote of ONE YEAR on the frequency of votes on our executive compensation.
DIRECTORS AND CORPORATE GOVERNANCE
Composition and Board Independence
Our Board of Directors currently consists of elevennine members. Our Board of Directors has affirmatively determined that all of our directors other than our Chairman of the Board and our Chief Executive Officer are independent directors under our standards as well as the applicable rules of NASDAQ. In addition, our Board of Directors has affirmatively determined that each member of the Audit Committee, Messrs. Griffith,Crawford, Dodds, Halkyard and Sheehan, satisfies the independence requirements for members of an audit committee as set forth in Rule10A-3(b)(1) of the Exchange Act.Act, and that each member of the Compensation Committee, Mr. Griffith, Ms. Mueller and Ms. Storms, satisfies the independence requirements for members of a compensation committee under the applicable rules of NASDAQ.
The Board of Directors met fourfive times in fiscal 2015,2018, including regular and special meetings. During this period, neither Mr. Crandall nor Mr. Wolframno individual director attended fewer than 75% of the aggregate of (1) the total number of meetings of the Board of Directors and (2) the total number of meetings held by all committees on which he or she served.
The Company invites members of the Board of Directors to attend its annual shareholder meeting and requires that they make every effort to attend the Annual Meeting absent an unavoidable and irreconcilable conflict. At the June 14, 2018 Annual Meeting of Shareholders, all of the directors attended.
The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Finance Committee. The charters for each of these committees are posted on our website at http://ir.daveandbusters.com/governance.cfm.corporate-governance.
The Audit Committee, comprised of Messrs. Griffith,Crawford, Dodds, Halkyard and Sheehan, and chaired by Mr. Sheehan, recommends to the Board of Directors the appointment of the Company’s independent auditors, reviews and approves the scope of the annual audits of the Company’s financial statements, reviewsprovides oversight of our internal control over financial reporting, reviews and approves anynon-audit services performed by the independent auditors, reviews the findings and recommendations of the independent auditors and periodically reviews major accounting policies. It operates pursuant to a charter that was adopted in October 2014. The Audit Committee held seveneight meetings during fiscal 2015.2018. The Board of Directors has determined that each of the members of the Audit Committee is qualified as a “financial expert” under the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC.
The Compensation Committee comprised of Mr. Griffith, Ms. Mueller and Messrs. Griffith, Halkyard, Jones, Lacy and Wolfram,Ms. Storms, and chaired by Mr. Jones,Griffith, reviews the Company’s compensation philosophy and strategy, administers incentive compensation and stock option plans, reviews the Chief Executive Officer’s performance and compensation, reviews recommendations on compensation of other executive officers and board members, and reviews other special compensation matters, such as executive employment agreements. The Compensation Committee formed a subcommittee, the Plan Subcommittee, comprised of Ms. Mueller and Messrs. Griffith and Halkyard, to administer and make awards under our performance or incentive based plans and stock option or equity-based compensation plans. The Compensation Committee operates pursuant to a charter that was adopted in October 2014. The Compensation Committee held fourthree meetings during fiscal 2015.2018.
The Nominating and Corporate Governance Committee, comprised of Messrs. Lacy, MailenderMr. Halkyard, Ms. Mueller, and Wolfram, andMs. Storms, chaired by Mr. Wolfram,Halkyard, identifies and recommends the individuals qualified to be nominated for election to the Board of Directors, recommends the member of the Board of Directors qualified to be nominated for election as its Chairperson, recommends the members and chairperson
for each committee of the Board of Directors, reviews and recommends to the Board matters regarding CEO succession plans, periodically reviews and assesses our Corporate Governance Guidelines and Principles and Code of Business Conduct and Ethics and oversees the annual self-evaluation of the performance of the Board of Directors and the annual evaluation of the performance of our management. The Nominating and Corporate Governance Committee operates pursuant to a charter that was adopted in October 2014. The Oak Hill Funds have the right to nominate the members of the Nominating and Corporate Governance Committee, up to a number of nominees not to exceed the number of directors designated by the Oak Hill Funds on the Board of Directors, and the remaining members will be nominated by the Board of Directors. The Nominating and Corporate Governance Committee did not meet in 2015.held four meetings during fiscal 2018.
In February 2016, we established aThe Finance Committee, comprised of Messrs. Crawford, Dodds, Halkyard, Jones, Mailender and Sheehan, and chaired by Mr. Halkyard, which (a) assists the Board of Directors in fulfilling its financial management oversight responsibilities by (i) assessing, overseeing and evaluating from time to time, policies and transactions affecting our financial objectives, including (ii) reviewing our indebtedness, strategic planning, capital structure objectives, investment programs and policies, (iii) periodically
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auditing major capital expenditures, including real estate acquisitions and new store development, and (iv) working with our management and the Compensation Committee on annual operating goals and (b) making recommendations to the Board of Directors that are subject to Board of Directors’ approval.goals. The Finance Committee operates pursuant to a charter that was adoptedmet seven times during fiscal 2018.
The Board’s Role in February 2016. The Finance Committee was not in existence during 2015 and, consequently, did not meet.Risk Oversight
The entire Board of Directors is engaged in risk management oversight. At the present time, the Board of Directors has not established a separate committee to facilitate its risk oversight responsibilities. The Board of Directors will continue to monitor and assess whether such a committee would be appropriate. The Audit Committee assists the Board of Directors in its oversight of our risk management and theour process established to identify, measure, monitor, and manage risks, in particular major financial risks. The Board of Directors receives regular reports from management, as well as from the Audit Committee, regarding relevant risks and the actions taken by management to adequately address those risks.
Our board leadership structure separatesCorporate Governance Guidelines and Principles require the ChairmanBoard to plan for CEO succession and Chief Executive Officeroversee management development. During fiscal 2018 the Board reviewed management development and succession plans with respect to senior management positions with the CEO. The Board also reviewed succession plans with respect to the CEO.
Board of Directors Leadership Structure
Our Board of Directors does not have a policy requiring the roles into two positions. We established this leadership structure based on our ownership structure and other relevant factors. The Chief Executive Officer is responsible for our strategic direction and our day-to-day leadership and performance, whileof the Chairman of the Board provides guidance to theand Chief Executive Officer to be filled by separate persons or a policy requiring the Chairman of the Board to be anon-employee director. The Board believes that it is in the best interest of the Company and presides overits shareholders for the Board to make a determination on whether to separate or combine the roles of Chairman and CEO based upon the Company’s circumstances at any particular point in time, whether the Chairman role shall be held by an independent director, and if not, supported by a Lead Independent Director. On August 5, 2018, Mr. King retired as CEO of the Company; however, he continues to serve as Chairman of the Board. On the same date Mr. Jenkins succeeded Mr. King as CEO of the Company. Since Mr. King is not an independent director, Mr. Griffith continues to serve as Lead Independent Director. As set forth in our Corporate Governance Guidelines and Principles, the Lead Independent Director’s responsibilities include, but are not limited to:
convening, chairing and determining agendas for executive sessions of thenon-management directors and coordinating feedback to the Chairman of the Board regarding issues discussed in executive sessions;
determining in consultation with the Chairman of the Board the schedule for board meetings, agenda items and the Board’s information needs associated with those agenda items and identifying the need for and scope of related presentations;
assisting the Board and its committees in the evaluation of senior management (including the CEO) and communicating the results of such evaluation to the CEO;
serving as an information resource for other directors and acting as liaison between directors, committee chairs and management;
providing advice and counsel to the CEO;
developing and implementing, with the Chairman of the Board and the Nominating and Corporate Governance Committee, the procedures governing the Board’s work;
where appropriate and as directed by the Board, communicating with the shareholders, rating agencies, regulators and interested parties; and
speaking for the Board in circumstances where it is appropriate for the Board to have a voice distinct from that of management.
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The Board continues to believe that due to Mr. King’s extensive knowledge of all aspects of the Company’s business, Mr. King is in the best position at this time to lead the Board of Directors as its Chairman, and Mr. Griffith is in the best position to serve in the capacity as Lead Independent Director. The Board believes this leadership structure serves the ability of the Board of Directors. We believeDirectors to exercise its oversight role over management by having a director who is not an officer or member of management serve in the role of Chairman supported by a strong Lead Independent Director, who ensures a continued significant role for independent directors in the leadership of the Company. This structure also allows Mr. Jenkins, as CEO, to focus his time and energy on leading and managing the Company’s business and operations. The Board believes that this structure is appropriate under current circumstances, becausethe strong Lead Independent Director, the use of regular executive sessions of the independent directors, the Board’s strong committee system, and all directors being independent except for Messrs. Jenkins and King, allow it allows management to make the operating decisions necessary to manage the business, while helping to keep a measuremaintain effective oversight of independence between the oversight function of our Board of Directors and operating decisions.
The following table sets forth the information concerning all compensation paidearned by the Companyournon-employee directors during fiscal 2015 to2018 for service on our directors.Board of Directors:
| NAME (1) | FEES ($) (2) | STOCK ($) (3) | OPTION AWARDS ($) (4)(5) | TOTAL ($) | ||||||
Michael J. Griffith | 57,500 | 57,490 | 57,493 | 172,483 | ||||||
Jonathan S. Halkyard | 57,500 | 57,490 | 57,493 | 172,483 | ||||||
David A. Jones | 70,000 | 57,490 | 57,493 | 184,983 | ||||||
Alan J. Lacy | 85,000 | 57,490 | 57,493 | 199,983 | ||||||
Patricia H. Mueller | 45,337 | 57,482 | 57,496 | 160,315 | ||||||
Kevin M. Sheehan | 75,000 | 57,490 | 57,493 | 189,983 | ||||||
DIRECTOR COMPENSATION TABLE(1) | ||||||||||||
NAME(2) | FEES ($)(3) | STOCK UNIT ($)(4) | TOTAL ($) | |||||||||
Victor L. Crawford(5) | $ | 65,000 | $ | 124,992 | $ | 189,992 | ||||||
Hamish A. Dodds(5) | $ | 65,000 | $ | 124,992 | $ | 189,992 | ||||||
Michael J. Griffith(5) | $ | 130,000 | $ | 124,992 | $ | 254,992 | ||||||
Jonathan S. Halkyard(5) | $ | 90,000 | $ | 124,992 | $ | 214,992 | ||||||
Patricia H. Mueller(5) | $ | 65,000 | $ | 124,992 | $ | 189,992 | ||||||
Kevin M. Sheehan(5) | $ | 85,000 | $ | 124,992 | $ | 209,992 | ||||||
Jennifer Storms(5) | $ | 65,000 | $ | 124,992 | $ | 189,992 | ||||||
| (1) | Omitted from the table are option awards,non-equity incentive plan compensation, nonqualified deferred compensation earnings, and all other compensation as none of thenon-employee directors received any compensation in these categories during fiscal 2018. |
| (2) | Messrs. |
Reflects the annual stipend received for service on the Board of Directors, as well as service as chair of a Board of |
The amounts shown in this column represent the aggregate grant date fair values of the restricted stock units awarded to |
| (5) | The following table details the outstanding equity awards of the current members of the Board of Directors. Messrs. Jenkins and King are omitted from this table as their outstanding equity is reflected in the Outstanding Equity Awards Table |
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elsewhere in this Proxy Statement. Mr. |
Directors Outstanding Equity Awards at 2018 Fiscal Year End
NAME | Number of (#) | Number of (#) | Option ($) | Option Expiration Date | ||||||||||||
Michael J. Griffith | 23,934 | — | $ | 6.27 | 12/5/2022 | |||||||||||
| 5,203 | — | $ | 31.71 | 4/9/2025 | ||||||||||||
| 4,545 | — | $ | 39.10 | 4/7/2026 | ||||||||||||
Jonathan S. Halkyard | 23,934 | — | $ | 6.27 | 12/5/2022 | |||||||||||
| 5,203 | — | $ | 31.71 | 4/9/2025 | ||||||||||||
| 4,545 | — | $ | 39.10 | 4/7/2026 | ||||||||||||
Patricia H. Mueller | 5,004 | — | $ | 33.15 | 4/20/2025 | |||||||||||
| 4,545 | — | $ | 39.10 | 4/7/2026 | ||||||||||||
Kevin M. Sheehan | 23,934 | — | $ | 6.27 | 12/5/2022 | |||||||||||
| 5,203 | — | $ | 31.71 | 4/9/2025 | ||||||||||||
| 4,545 | — | $ | 39.10 | 4/7/2026 | ||||||||||||
Jennifer Storms | 4,224 | — | $ | 41.60 | 4/14/2026 | |||||||||||
In addition to reimbursement forout-of-pocket expenses incurred in connection with their Board service, Ms. Mueller and Messrs. Griffith, Halkyard, Jones, Lacy and Sheehan receivedournon-employee Board members receive an annual stipend of $57,500and equity grant for serving as members of our Board of Directors. Mr. JonesDuring fiscal 2018, eachnon-employee director received an additional annual stipend of $12,500$65,000, paid in quarterly installments, and an annual equity grant of restricted stock units with a value of approximately $125,000. In addition, anon-employee director receives $50,000 for serving as our Chairman, $50,000 for serving as Lead Independent Director, $20,000 for serving as Chair of our Audit Committee, $15,000 for serving as Chair of our Finance Committee, $15,000 for serving as Chair of our Compensation Committee. Mr. Lacy received an additional annual stipend of $27,500 for serving as our Chairman. Mr. Sheehan received an additional annual stipend of $17,500Committee, and $10,000 for serving as Chair of our Audit Committee. In connection withNominating and Corporate Governance Committee, each of the formationforegoing paid in quarterly installments. Mr. King, as Chairman of our Finance Committee, Mr. Halkyard will receive an additionalthe Board, received a prorated portion of the annual stipend of $12,500$65,000 and the $50,000 fee for serving as its Chair.Chairman following his retirement as CEO of the Company. The Compensation Committee reviews the compensation tonon-employee directors on a biennial basis. During fiscal 2018, the Compensation Committee reviewed the compensation tonon-employee directors and determined no changes in compensation were necessary. The next review is scheduled to occur at the end of fiscal 2019. Each of Messrs. Griffith, Halkyard, Jones, Lacy and Sheehan participate in the Dave & Buster’s Entertainment, Inc. 2010 Management Incentive Plan (the “2010 Stock Incentive Plan”) and the Dave & Buster’s Entertainment, Inc. 2014 Omnibus Incentive Plan (the “2014 Stock Incentive Plan”). Mr. Crawford, Mr. Dodds, Ms. Mueller participatesand Ms. Storms participate in the 2014 Stock Incentive Plan. In addition
Director Stock Ownership Guidelines
The Company has a stock ownership requirement fornon-employee directors to align the interests of itsnon-employee directors with the interests of the shareholders and to further promote the Company’s commitment to sound corporate governance. Under this requirement, anon-employee director must own shares of the Company’s stock with a fair market value equal to four (4) times the director’s annual cash retainer. Eachnon-employee director has five (5) years from the date of initial appointment or election to the stipends set forth above,Board to meet this requirement. Currently, three(3) non-employee directors have served on the membersBoard for 5 years or more and are in compliance with this requirement, and the remainingnon-employee directors have between1-3 years (based upon the date on which they were initially appointed or elected to the Board) to meet this requirement.
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Mr. King, as Chairman of the Board, is governed by the same stock ownership guidelines that apply tonon-employee directors and currently meets the requirements. Mr. Jenkins, as an employee director, is governed by the stock ownership guidelines for executive officers. These guidelines and current compliance are detailed under “Stock Ownership Guidelines” elsewhere in the Executive Compensation section of Directors other than our employees or employees of Oak Hill or the Oak Hill Funds will receive annual stock option grants with a value of approximately $57,500 and annual restricted stock unit grants with a value of approximately $57,500.
Policy Regarding StockholderShareholder Recommendations for Director Candidates
The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholdersshareholders in the same manner it considers other candidates, as described below. StockholdersShareholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing describing the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. Please submit this information to the Corporate Secretary, Dave & Buster’s Entertainment, Inc., 2481 Mañana Drive, Dallas, Texas 75220 or by email at corporatesecretary@daveandbusters.com.
StockholdersShareholders may also propose director nominees by adhering to the advance notice procedure described under “Stockholder“Shareholder Proposals” elsewhere in this Proxy Statement.
The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation:
demonstrated business acumen and leadership, and high levels of accomplishment;
ability to exercise sound business judgment and to provide insight and practical wisdom based on experience;
commitment to understand the Company and its business, industry and strategic objectives;
integrity and adherence to high personal ethics and values, consistent with our Code of Business Conduct and Ethics;
ability to read and understand financial statements and other financial information pertaining to the Company;
commitment to enhancing shareholder value; and
willingness to act in the long-term interest of all shareholders.
In the context of the Board’s existing composition, other requirements (such as prior CEO experience, restaurant, hospitality, gaming, sports-related marketing and branding, or retail industry experience, or relevant senior level experience in finance, accounting, sales and marketing, organizational development, information technology, or public relations) that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered. The Company values diversity on a Company-wide basis and seeks to achieve a diversity of occupational and personal backgrounds on the Board, but has not adopted a specific policy regarding Board diversity. The Nominating and Corporate Governance Committee assesses the effectiveness of its efforts at pursuing diversity through its periodic evaluation of the Board’s composition.
The Nominating and Corporate Governance Committee conducted an evaluation and assessment of all of the current directors for purposes of determining whether to recommend them for nomination forre-election to the Board of Directors. After reviewing the assessment results, the Nominating and Corporate Governance Committee recommended that Messrs. Crawford, Dodds, Griffith, Halkyard, Jenkins, King, and Sheehan and Mss. Mueller and Storms be nominated for election to the Board of Directors. The Board accepted the recommendations and nominated such persons. The Nominating and Corporate Governance Committee did not receive any recommendations from shareholders proposing candidates for election to the Board at the Annual Meeting.
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Code of Business Conduct and Ethics and Whistle Blower Policy
In October 2014, the Board of Directors adopted a revised
The Code of Business Conduct and Ethics applicableapplies to our directors, officers and other employees.employees and has been recently updated in April 2019. The updated Code of Business Conduct and Ethics is available on our website at http://ir.daveandbusters.com/governance.cfm.corporate-governance. We intend to post any material amendments or waivers of our Code of Business Conduct and Ethics that apply to our executive officers on this website. In fiscal 2018, we did not post any material amendments to or waivers of the Code of Business Conduct and Ethics on our website. In addition, our revised Whistle Blower Policy (adopted by our Board of Directors in October 2014) is available on our website at http://ir.daveandbusters.com/governance.cfm.
Related Party Transaction Policy
In October 2014, the Board of Directors adopted a Related Party Transaction Policy to provide for timely internal review of prospective transactions with related persons, as well as approval or ratification, and appropriate oversight and public disclosure, of such transactions. The Related Party Transaction Policy generally covers transactions with the Company, on the one hand, and a director or executive officer of the Company, a nominee for election as a director of the Company, any security holder of the Company that owns (owns of record or beneficially) five percent or more of any class of the Company’s voting securities and any immediate family member of any of the foregoing persons, on the other hand. The Related Party Transaction Policy exempts certain transactions or arrangements (including, among others, (i) reimbursement or payment of business expenses pursuant to the stockholders’ agreement entered into between us and the Oak Hill Funds and (ii) certain corporate opportunities permitted by our amended and restated certificate of incorporation from its coverage because of their nature, size and/or degree of significance and such exempted transactions are not required to be reported to, reviewed by, and approved or ratified pursuant to the terms of such policy.
The Related Party Transaction Policy supplements the provisions of our Code of Business Conduct and Ethics concerning potential conflict of interest situations, which, pursuant to its terms, provides that unless a written waiver is granted (as explained below), employees may not (a) perform services for or have a financial interest in a private company that is, or may become, a supplier, customer or competitor of us; (b) perform services for or own more than 1% of the equity of a publicly traded company that is, or may become, a supplier, customer or competitor of us or (c) perform outside work or otherwise engage in any outside activity or enterprise that may interfere in any way with job performance or create a conflict with our best interests. Employees are under a continuing obligation to disclose to their supervisors any situation that presents the possibility of a conflict or disparity of interest between the employee and us. An employee’s conflict of interest may only be waived if both the legal department and the employee’s supervisor waive the conflict in writing. An officer’s conflict of interest may only be approved pursuant to the Related Party Transaction Policy.
Compensation Committee Interlocks and Insider Participation
During 2015,fiscal 2018, the members of our Compensation Committee were Mr. Griffith, Ms. Mueller and Messrs. Griffith, Jones, Lacy, Halkyard and Wolfram. Mr. Jones is a Senior Advisor to the Oak Hill Funds and Mr. Lacy served as a Senior Advisor to the Oak Hill Funds until December 2014. Mr. Wolfram is a partner at Oak Hill. We reimburse the Oak Hill Funds and their affiliates for certain costs and expenses pursuant to the stockholders’ agreement described below under “Transactions with Related Persons—Stockholders’ Agreement.”
Ms. Storms. None of our executive officers serve on the compensation committee or board of directors of any other company of which any of the members of our Compensation Committee or any of our directors is an executive officer.
Communications with the Board of Directors
The Company invites members of the Board of Directors to attend its annual stockholder meeting and requires that they make every effort to attend the Annual Meeting absent an unavoidable and irreconcilable conflict.
If stockholdersshareholders wish to communicate with the Board of Directors or with an individual director, they may direct such communications in care of the General Counsel, 2481 Mañana Drive, Dallas, Texas 75220. The communication must be clearly addressed to the Board of Directors or to a specific director. The Board of Directors has instructed the General Counsel to review and forward any such correspondence to the appropriate person or persons for response.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the ownership of our common stock by (a) all persons known by us to beneficially own more than 5% of our common stock, (b) each present director, (c) the named executive officers, and (d) all executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC, and unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 41,735,32736,450,418 shares of our common stock outstanding as of April 22, 2016,8, 2019, unless otherwise indicated in the footnotes below. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 22, 20168, 2019 to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. Unless otherwise noted, the address of each beneficial owner is c/o Dave & Buster’s Entertainment, Inc., 2481 Mañana Drive, Dallas, Texas 75220.
| Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned as of April 22, 2016 | Percent | ||
| 5% Stockholders | ||||
FMR LLC 82 Devonshire St., Boston, | 5,201,287 | 12.5% | ||
Oak Hill Capital Partners III, L.P.(2) | 3,866,381 | 9.3% | ||
Oak Hill Capital Management Partners III, L.P.(2) | 126,981 | .3% | ||
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94104 (3) | 3,047,802 | 7.3% | ||
AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York 10105 (4) | 2,462,628 | 5.9% | ||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 (5) | 2,186,671 | 5.2% | ||
| Directors | ||||
Stephen M. King(6) | 572,207 | 1.4% | ||
J. Taylor Crandall | - | - | ||
Michael J. Griffith(7) | 50,368 | * | ||
Jonathan S. Halkyard (8) | 55,543 | * | ||
David A. Jones(9) | 130,323 | * | ||
Alan J. Lacy(10) | 349,390 | * | ||
Kevin M. Mailender | - | - | ||
Patricia H. Mueller (11) | 8,208 | * | ||
Kevin M. Sheehan(12) | 82,181 | * | ||
Jennifer Storms | 1,382 | * | ||
Tyler J. Wolfram | - | - |
Named Executive Officers(13) Dolf Berle (14) Brian A. Jenkins(15) John B. Mulleady (16) Jay L. Tobin (17) All Executive Officers and Directors as a Group (21 Persons)(18) Name of Beneficial Owner Number of Shares of Common
Stock Beneficially Owned as of
April 22, 2016 Percent 285,586 * 269,561 * 60,970 * 189,709 * 2,445,031 5.6%
Name of Beneficial Owner | Number of Shares of Common April 8, 2019 | Percent | ||||||
5% Shareholders | ||||||||
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | 5,635,792 | 15.5 | % | |||||
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 | 3,950,796 | 10.8 | % | |||||
The Bank of New York Mellon Corporation(3) 240 Greenwich Street New York, NY 10286 | 2,374,008 | 6.5 | % | |||||
Mackenzie Financial Corporation(4) 180 Queen Street West Toronto, Ontario M5V 3K1 | 2,075,402 | 5.7 | % | |||||
Directors | ||||||||
Stephen M. King(5) | 435,071 | 1.2 | % | |||||
Victor L. Crawford | 6,487 | * | ||||||
Hamish A. Dodds | 5,095 | * | ||||||
Michael J. Griffith(6) | 65,008 | * | ||||||
Jonathan S. Halkyard(7) | 53,633 | * | ||||||
Brian A. Jenkins(8) | 226,372 | * | ||||||
Patricia H. Mueller(9) | 17,848 | * | ||||||
Kevin M. Sheehan(10) | 101,821 | * | ||||||
Jennifer Storms(11) | 10,701 | * | ||||||
Named Executive Officers(12) | ||||||||
Joe DeProspero(13) | 37,588 | * | ||||||
Sean Gleason(14) | 86,283 | * | ||||||
Margo L. Manning(15) | 88,999 | * | ||||||
John B. Mulleady(16) | 122,615 | * | ||||||
All Executive Officers and Directors as a Group (16 Persons)(17) | 1,367,627 | 3.7 | % | |||||
| * | Less than 1%. |
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| (1) | Based on information contained in Schedule 13G/A dated |
| (2) |
Based on information contained in Schedule |
| (3) | Based on information contained in Schedule 13G dated December 31, 2018, filed on February 4, 2019. The Schedule 13G reported that Bank of New York Mellon Corporation owned and had sole dispositive power over 1,992,102 shares of common stock, sole voting power over 2,241,352 shares of common stock, no shared voting power over shares of common stock and shared dispositive power over 337,192 shares of common stock. |
| (4) | Based on information contained in Schedule 13G dated December 31, 2018, filed on February 14, 2019. The Schedule 13G reported that Mackenzie Financial Corporation owned and had sole dispositive power over 2,075,402 shares of common stock and sole voting power over |
Shares reflected in the table include |
Shares reflected in the table include |
Shares reflected in the table include |
Shares reflected in the table include |
Shares reflected in the table include |
| (10) | Shares reflected in the table include 33,682 shares issuable pursuant to outstanding stock options held by Mr. Sheehan, all of which are fully vested. |
| (11) | Shares reflected in the table include 4,224 shares issuable pursuant to outstanding stock options held by Ms. Storms, all of which are fully vested. |
| (12) | In addition to Messrs. Jenkins and King who each serve as a director. |
| (13) | Shares reflected in the table include 23,538 shares issuable pursuant to outstanding stock options held by Mr. DeProspero that are exercisable within 60 days of April 8, 2019. |
| (14) | Shares reflected in the table include 71,025 shares issuable pursuant to outstanding stock options held by Mr. Gleason that are exercisable within 60 days of April 8, 2019. |
| (15) | Shares reflected in the table include 80,436 shares issuable pursuant to outstanding stock options held by Ms. Manning that are exercisable within 60 days of April 8, 2019. |
| (16) | Shares reflected in the table include 113,111 shares issuable pursuant to outstanding stock options held by Mr. Mulleady that are exercisable within 60 days of April |
| (17) |
| Shares reflected in the table include a total of |
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The following table sets forthWe are furnishing below certain biographical information regardingabout our executive officers.
Kevin Bachus | Joe DeProspero | Robert W. Edmund | ||||||||
Dave & Buster’s Since: 2012 | Dave & Buster’s Since: 2006 | Dave & Buster’s Since: 2018 | ||||||||
Age: 51 | Age: 44 | Age: 45 | ||||||||
Food & Beverage Experience: 7 yrs | Food & Beverage Experience: 21 yrs | Food & Beverage Experience: 1 yr | ||||||||
Entertainment Experience: 22 yrs | Entertainment Experience: 12 yrs | Entertainment Experience: 1 yr | ||||||||
Current Position: | Current Position: | Current Position: | ||||||||
– Senior Vice President of Entertainment and Games Strategy since November 2012. | – Interim Chief Financial Officer since August 2018. | – General Counsel, Secretary and SVP of Human Resources since October 2018. | ||||||||
Prior Business Experience: | Prior Business Experience: | Prior Business Experience: | ||||||||
– Bebo, Inc., an international social networking site: • Chief Product Officer (2010-2012) – IMO Entertainment, an on-line social networking services company: • Executive Vice President and Chief Product Officer (2009-2010) – Virrata Games, Inc./Play Day TV, an on-demand television channel offering family-friendly video games: • Senior Vice President and Chief Architect (2008-2009) – Uprising Studios, a software gaming company: • Chief Executive Officer (2006-2008) – Nival Interactive, Inc., an European video game developer: • Chief Executive Officer (2005-2006) – Infinium Labs, Inc., a web technology company: • Chief Executive Officer and President (2004-2005) – Capital Entertainment Group, Inc., an innovative development “incubation” company: • Vice President of Publishing (2001-2003) – Microsoft Corporation, a multinational technology company: • Director of Third Party Relations-Xbox (1999-2001) • Group Product Manager-DirectX (1997-1999) | – Dave & Buster’s Entertainment, Inc.: • Vice President of Finance (May 2010-August 2018) • Assistant Vice President of Finance (August2006-May 2010) – Arby’s Restaurant Group., an owner and operator of quick-serve sandwich restaurants: • Director of Financial Planning & Analysis (2005-2006) – Carlson Restaurants Worldwide, Inc.: • Director of Financial Analysis (2001-2005) • Various Analyst Roles (1996-2000) | – KForce Inc., a publicly traded professional staffing and solutions firm focused on technology and accounting & financial services: • Various positions, including Chief Talent, Legal & Risk Officer (February 2014-October 2018) – PetSmart, Inc., a leading pet animal products and services retail chain: • Various positions, including Vice President, Legal – Business Operations (2009-February 2014) – Ohio Business Roundtable, an independent,non-partisan organization of Ohio-based CEOs focused on bettering Ohio’s business climate: • Director of Policy and General Counsel (2008-2009) – Porter Wright Morris & Arthur LLP., a multi-state full-service law firm: • Various positions, including Partner (2004-2008) | ||||||||
Education: – B.A. Cinema/Television Production, University of Southern California | Education: – B.S.B.A. Finance, University of Florida – M.B.A. University of Georgia | Education: – B.A. Political Science & Philosophy, The Ohio State University – J.D. Harvard Law School | ||||||||
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Sean Gleason | Margo L. Manning | |||||
Dave & Buster’s Since: 2009 | Dave & Buster’s Since: 1991 | |||||
Age: 54 | Age: 54 | |||||
Food & Beverage Experience: 24 yrs | Food & Beverage Experience: 28 yrs | |||||
Entertainment Experience: 10 yrs | Entertainment Experience: 28 yrs | |||||
Current Position: | Current Position: | |||||
– Senior Vice President and Chief Marketing Officer since August 2009. | – Senior Vice President and Chief Operating Officer since December 2016. | |||||
Prior Business Experience: | Prior Business Experience: | |||||
– Cadbury Schweppes (now known as Dr Pepper Snapple Group): • Senior Vice President of Strategic Marketing Communications (2005-2008) – Yum! Brands, Inc. (formerly known as Tricon Global Restaurants, Inc.), a multinational fast food company: • Multiple positions, including, Vice President, Marketing Communications at Pizza Hut (1995-2005) | – Dave & Buster’s Entertainment, Inc.: • Senior Vice President of Human Resources (November 2010-December 2016) • Senior Vice President of Training and Special Events (September 2006-November 2010) • Vice President of Training and Sales (June 2005-September 2006) • Vice President of Management Development (September 2001-June 2005) – Dave & Buster’s Entertainment, Inc. and predecessor companies: • Assistant Vice President of Team Development (December 1999-September 2001) • Various capacities with increasing responsibilities (1991-1999) | |||||
Education: – B.A. Communications, University of Virginia | Education: – B.A. Advertising & Marketing, Southern Methodist University – M.H.M. University of Houston | |||||
Michael J. Metzinger | John Mulleady | |||||
Dave & Buster’s Since: 2005 | Dave & Buster’s Since: 2012 | |||||
Age: 62 | Age: 58 | |||||
Food & Beverage Experience: 33 yrs | Food & Beverage Experience: 7 yrs | |||||
Entertainment Experience: 14 yrs | Entertainment Experience: 7 yrs | |||||
Current Position: | Current Position: | |||||
– Vice President-Accounting and Controller since January 2005. | – Senior Vice President of Real Estate and Development since April 2012. | |||||
Prior Business Experience: | Prior Business Experience: | |||||
– Carlson Restaurants Worldwide, Inc.: • Various positions, including, Executive Director-Financial Reporting (1986-2005) | – BJ’s Wholesale Club, a leading operator of warehouse clubs in the eastern United States: • Senior Vice President, Director of Real Estate (2008-2012) – Circuit City Stores, Inc., a consumer electronics retailer: • Vice President of Real Estate (2006-2008) – The Home Depot, Inc.: • Director of Construction (1999-2006) | |||||
Education: – B.B.A. Accounting and Finance, University of Texas at Austin | Education: – B.S. Civil Engineering and B.S. Management Engineering, University of the Pacific – M.S. Construction Management, University of California, Berkeley | |||||
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Set forth below is biographical information regarding our directors and executive officers:
Kevin Bachushas served as our Senior Vice President of Entertainment and Games Strategy since November 2012. Previously, he served as Chief Product Officer of Bebo, Inc., an international social networking site, from September 2010 to November 2012, Executive Vice President and Chief Product Officer of IMO Entertainment LLC, from May 2009 to August 2010, Senior Vice President and Chief Architect of Virrata Games, Inc./PlayDay TV from March 2008 to April 2009, Chief Executive Officer of Uprising Studios from November 2006 to March 2008, Chief Executive Officer of Nival Interactive, Inc. from December 2005 to November 2006, Chief Executive Officer and President of Infinium Labs, Inc. from January 2004 to November 2005, Vice President of Publishing of Capital Entertainment Group, Inc. from October 2001 to September 2003, Director of Third Party Relations-Xbox of Microsoft Corporation from September 1999 to May 2001 and Group Product Manager-DirectX of Microsoft Corporation from June 1997 to September 1999.
Dolf Berlehas served as our President and Chief Operating Officer since February 2011. From August 2009 until January 2011, Mr. Berle served as Executive Vice President of Hospitality and Business and Sports Club Division Head for ClubCorp USA, Inc., the largest owner and operator of golf, country club and business clubs. Previously, Mr. Berle served as President of Lucky Strike Entertainment, an upscale chain of bowling alleys, from December 2006 to July 2009 and Chief Operating Officer of House of Blues Entertainment, Inc., a chain of live music venues, from April 2004 to December 2006.
Joe DeProsperohas served as our Vice President of Finance since May 2010. Previously, he served as our Assistant Vice President of Finance from August 2006 to May 2010. Mr. DeProspero served as Director of Financial Analysis for Arby’s Restaurant Group, a company that owns and operates quick-serve sandwich restaurants, from 2005 to 2006 and for Carlson Restaurants Worldwide, Inc., a company that owns and operates casual dining restaurants worldwide, from 2001 to 2005.
Sean Gleasonhas served as our Senior Vice President and Chief Marketing Officer since August 2009. From June 2005 until October 2008, Mr. Gleason was the Senior Vice President of Marketing
Communications at Cadbury Schweppes where he led initiatives for brands such as Dr Pepper, 7UP and Snapple. From May 1995 until May 2005, he served in various capacities (most recently as Vice President, Advertising/Media/Brand Identity) at Pizza Hut for Yum! Brands, the world’s largest restaurant company.
Brian A. Jenkinshas served as our Senior Vice President and Chief Financial Officer since December 2006. From August 1996 until August 2006, he served in various capacities (most recently as Senior Vice President—Finance) at Six Flags, Inc., an amusement park operator. From March 1990 to August 1996, Mr. Jenkins served in various financial positions (most recently as Vice President of Corporate Planning and Business Development) with FoxMeyer Health Corporation, a wholesale pharmaceutical distributor.
Margo L. Manninghas served as our Senior Vice President of Human Resources since November 2010. Previously, she served as our Senior Vice President of Training and Special Events from September 2006 until November 2010, our Vice President of Training and Sales from June 2005 until September 2006 and as Vice President of Management Development from September 2001 until June 2005. From December 1999 until September 2001, she served as our Assistant Vice President of Team Development, and from 1991 until December 1999, she served in various positions of increasing responsibility for us and our predecessors.
Michael J. Metzingerhas served as our Vice President—Accounting and Controller since January 2005. From 1986 until January 2005, Mr. Metzinger served in various capacities (most recently as Executive Director—Financial Reporting) at Carlson Restaurants Worldwide, Inc., a company that owns and operates casual dining restaurants worldwide.
John B. Mulleady has served as our Senior Vice President of Real Estate and Development since April 2012. Mr. Mulleady had been Senior Vice President, Director of Real Estate of BJ’s Wholesale Club, Inc. a leading operator of warehouse clubs in the eastern United States, from June 2008 to April 2012. Previously, Mr. Mulleady served as Vice President of Real Estate at Circuit City Stores, Inc., a consumer electronics retailer, from February 2006 to June 2008.
J. Michael Plunkett has served as our Senior Vice President of Purchasing and International Operations since September 2006. Previously, he served as our Senior Vice President—Food, Beverage and Purchasing/Operations Strategy from June 2003 until June 2004 and from January 2006 until September 2006. Mr. Plunkett also served as Senior Vice President of Operations for Jillian’s from June 2004 to January 2006, as Vice President of Kitchen Operations from November 2000 until June 2003, as Vice President of Information Systems from November 1996 until November 2000 and as Vice President and Director of Training from November 1994 until November 1996. From 1982 until November 1994, he served in operating positions of increasing responsibility for us and our predecessors.
Jay L. Tobin has served as our Senior Vice President, General Counsel and Secretary since May 2006. From 1988 to 2005, he served in various capacities (most recently as Senior Vice President and Deputy General Counsel) at Brinker International, Inc., a company that owns and operates casual dining restaurants worldwide.
Compensation Discussion and Analysis
The Compensation Committee of our Board of Directors is responsible for establishing the compensation philosophy and ensuring each element of the compensation program encourages high levels of performance among the executive officers and positions the Company for growth. The Compensation Committee ensures our compensation program is fair, competitive, and closely aligns the interests of our executive officers with the Company’s short and long-term business objectives. Through a strategic combination of base pay, cash-based short-term incentive plans, and an equity-based long-term incentive plan, our Compensation Committee strives to reward executive officers for meeting certain strategic objectives and increasing stockholder value.
This section describes our compensation program for our named executive officers (“NEOs”) for fiscal 2015.2018. The discussion focuses on our compensation programs and compensation-related decisions for fiscal 20152018 and also addresses why we believe our compensation program supports our business strategy and operational plans. For fiscal 2015,2018, our NEOs are:
| • | Stephen M. King – |
Brian A. Jenkins –Chief Executive Officer (2) |
| • | Joe DePropsero –Interim Chief Financial Officer (3) |
| • | Margo L. Manning –Senior Vice President and Chief Operating Officer |
John B. Mulleady –Senior Vice President of Real Estate and Development |
Sean Gleason –Senior Vice President |
| (1) | In fiscal 2018, Mr. King served as our CEO until his retirement from that position on August 5, 2018. He continues to serve as our Chairman of the Board. |
| (2) | In fiscal 2018, Mr. Jenkins served as our Senior Vice President and Chief Financial Officer until August 5, 2018, when he succeeded Mr. King as our CEO. |
| (3) | In fiscal 2018, Mr. DeProspero served as our Vice President of Finance until August 5, 2018 when he was appointed to serve as Interim CFO. |
Compensation philosophyPhilosophy and overall objectivesOverall Objectives of executive compensation programsExecutive Compensation Programs
Our executive compensation philosophy is based upon three core values:pay for performance, market-competitive pay and sustained stockholdershareholder value creation.
Pay for Performance—This ensures that we align the interests of senior executives with the interests of our stockholders.shareholders. Compensation is tied directly to delivering both annual and long-term value creation to our stockholders.shareholders. Annual incentives focus on efficient and productive operation of the business, while long-term incentives focus on value creation of the enterprise. In addition, we put greater emphasis on the longer-term aspects of the compensation package to help ensure that all actions of management contribute to the multi-year value creation of the business.creation.
Market-Competitive Pay—Paying competitively is critical to the attraction and retention of our key leaders. As a result, we targetIn setting compensation for our executive officers, including our NEOs, the Compensation Committee uses competitive compensation data from an annual total compensation study of a selected peer group of other restaurant and entertainment companies of comparable size and business models as well as other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as follows:
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company, business unit, and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential, and succession planning. Consistent with our pay for performance core values, compensation above the median target levels is achieved through above-target performance against our annual and long-term incentive goals. We measure our compensation targets against a selected peer group of other food and
entertainment companies of comparable size and business models. In addition, we further validate our compensation levels with relevant industry survey data for positions with comparable responsibilities to ensure the most solid foundation possible for our compensation comparisons and decisions.
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Sustained StockholderShareholder Value Creation—All of our compensation plans are designed to increase the value we deliver to our stockholdersshareholders through the selection of proper business performance metrics, the leverage built into the plans for performance achievement and the proper governance of the plans throughout the year by our Compensation Committee. We believe that profitable growth of our enterprise is primary while simultaneously reinforcing an ethical and performance-based culture. Our Compensation Committee approves all goals and awards in advance and monitors progress on their achievement throughout the year. In the long-term incentive plan (the “LTIP”) implemented pursuant to the 2014 Stock Incentive Plan, we use a series of vehicles to reinforce this commitment to sustained stockholdershareholder value creation. These vehicles are:
LTIP Vehicle | Weighting as % of LTIP | Focus | ||
Stock Options | 50% | Continuous | ||
Restricted Stock Units | 35% | Performance in strategic | ||
Performance Cash | 15% | |||
Through this combination of vehicles and the design of our programs, we ensure that our expectation for continuous improvement, growth and profitability are achieved while effectively managing any undue risk elements.
Our compensation philosophy guides us in our annual review of compensation, the assessment of the right pay for performance relationship and ensures that when realstrong performance is achieved, it is appropriately rewarded. Our Compensation Committee annually reviews this philosophy and our compensation plans to ensure they are continuing to meet their stated goals and objectives. If they are not, changes will be made to reestablish the right alignment.
In sum, this philosophy in its design and execution, ensuresis designed to ensure that stockholdersshareholders see a return for their investment in our Company and that we are getting the right return on our leadership compensation investment.
The following list summarizes executive compensation practices that we have implemented to drive performance andas well as executive compensation practices that we avoid because we do not believe they serve the long-term interests of our stockholders.shareholders.
What We Do | ||
✓ Review tally sheets for executives ✓ Disclose performance goals for incentive payments ✓ Set maximum payout caps on our annual and long-term incentives ✓ Limit perquisites and other benefits, and do not include income taxgross-ups (except for relocation expenses) ✓ Subject all variable pay to a compensation recovery “clawback” policy ✓ Have double-trigger change in control agreements ✓ Hire an independent consultant reporting directly to the Compensation Committee ✓ Enforce strict insider trader policies andblack-out periods for executives and directors |
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Procedures for determining compensationDetermining Compensation
Our Compensation Committee has the overall responsibility for designing and evaluating the salaries, incentive plan compensation, policies and programs for our executive officers, including the NEOs. The Compensation Committee relies on input from an independent compensation consultant and the experience of members of the Compensation Committee to guide our compensation decisions, including compensation of our NEOs. In addition, the Compensation Committee relies on input from our Chief Executive Officer regarding an officer’s individual performance (other than himself) and an analysis of our corporate performance. By a delegation of authority from the Board of Directors, the Compensation Committee has final authority regarding the overall compensation structure for the executive officers, including the NEOs.
The compensation of our executive officers consists primarily of four major components:
base salary;
annual incentive awards;
long-term incentive awards; and
other benefits. |
Each of these components is discussed in detail in “Elements of Compensation” below.
When making compensation decisions, the Compensation Committee considers, among other things:
the Company’s short- and long-term performance relative to financial and strategic targets;
the executive officer’s prior experience and sustained individual performance;
the significance of the executive officer’s contributions to the ongoing success of the Company;
the scope of the executive officer’s responsibilities;
the future value the executive officer is expected to bring to the Company; and
the results of benchmarking studies, which illustrate value of the executive officer’s total compensation package relative to others in the industries with which we compete for talent.
In 2015,fiscal 2018, the Compensation Committee engaged the compensation consulting firm Aon HewittConsulting to conduct a benchmarking study of executive compensation programs, provide analysis and advice regarding plan design for short- and long-term incentive plans, and provide analysis and advice concerning trends and regulatory developments in executive compensation. Aon HewittConsulting evaluated our market competitiveness against (a) a custom peer group and (b) Aon Hewitt’sConsulting’s Total Compensation Measurement survey of retail companies. The peer group against which we compared ourselves in fiscal 20152018 includes (i) casual dining restaurants that offer an “experience” and; (ii) casual dining concepts with which we compete for leadership talent; (iii) companies that focus on entertainment, including casino & gaming companies; (iv) hotels, resorts & cruise lines; and (v) leisure facilities. All areAt the time of comparison, all members of the peer group were publicly-traded companies that (a) havehad revenues between $408 million and $2.21 billion (approximately 0.50.3 times to 2.5 times our revenue), (b) have a median revenue of $1.13 billion (which is above our 2015 revenue of $867.0 million), and (c) in aggregate, havehad a restaurant/entertainment mix similar to theour income mix at D&B:mix:
BJ’s Restaurants, Inc. | Cracker Barrel Old Country Store, Inc. | |||
Red Robin Gourmet Burgers, Inc. | ||||
Bloomin’ Brands | Dine Brands Global, Inc. | SeaWorld Entertainment, Inc. | ||
Brinker International, Inc. | Eldorado Resorts, Inc. | |||
Six Flags Entertainment Corporation | ||||
Cedar Fair, L.P. | International Speedway Corporation | |||
Speedway Motorsports, Inc. | ||||
The Cheesecake Factory Incorporated | The Marcus Corporation | Texas Roadhouse, Inc. | ||
Churchill Downs Incorporated | Penn National Gaming, Inc. | Vail Resorts, Inc. | ||
Cinemark Holdings, Inc. |
DueDuring fiscal 2018, four members of the peer group were acquired. The Compensation Committee approved the replacement of Bravo Brio Restaurant Group, Inc., Buffalo Wild Wings, Inc., Pinnacle Entertainment, Inc., and
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Ruby Tuesday, Inc. with Cinemark Holdings, Inc. and Bloomin’ Brands, Inc. The Compensation Committee determined the replacement companies met the standards for inclusion in the peer group.
Few direct comparable peers to the Company exist among the peer group. As a result, due to the size differences among the peer group and the Company, Aon HewittConsulting used regression analysis tosize-adjust the results. Aon Consulting had no other direct business relationship with the Company and received no payments from us other than the fees and expenses for services to the Compensation Committee.
With respect to the compensation for the Chief Executive Officer, the Compensation Committee evaluates the Chief Executive Officer’s performance and sets his compensation. With respect to our corporate performance as a factor in compensation decisions, the Compensation Committee considers, among other aspects, the achievement of our long-term and short-term strategic goals, revenue goals, profitability, and return to our investors. Our Chief Executive Officer plays an important advisory role in the compensation-setting process of the other executive officers, including the NEOs. Our Chief Executive Officer evaluates the performance of the other executive officers and makes
recommendations to the Compensation Committee concerning performance objectives and salary and bonus levels for the other executive officers, including the NEOs. The Compensation Committee annually discusses the recommendations with the Chief Executive Officer. The Compensation Committee may, in its sole discretion, approve, in whole or in part, the recommendations of the Chief Executive Officer. In fiscal 2015,2018, the Compensation Committee approved Mr. King’s and Mr. Jenkins’s recommendations for salary and bonus with respect to each of the other executive officers, including the NEOs.
We work to leverage our executive compensation structure in order to drive outstanding Company performance and provide appropriate rewards for sustained, strong individual performance. A significant portion of each executive officer’s pay isat-risk and awarded in the form of cash- and stock-based short- and long-term incentive grants. These incentive grants, which are discussed below, link each executive officer’s annual earningsincome to the achievement of short- and long-term financial and strategic goals. As such, executive officers, including the NEOs, face a risk of forfeiture or a reduced payout if the Company fails to meet its financial and strategic objectives. Under each incentive plan, target compensation is only earned if the designated financial and strategic objectives are met. Each incentive plan offers above-target payouts for outstanding performance; alternatively, no incentive may be earned if a threshold level of performance is not achieved. Further, the Compensation Committee aims to link any adjustments to an executive officer’s base salary to his or her individual performance.
In evaluating whether the compensation programs appropriately link each executive officer’s compensation to the Company performance, the Compensation Committee recognizes that, underreviews and evaluates the leadershipachievements of the executive officers,Company in the fiscal year. In fiscal 2018 the Company grew total revenues, new store openings, earnings per share, EBITDA, and Adjusted EBITDA over the prior fiscal year, but also had a great deal of success in 2015.decreased comparable store sales for the fiscal year. Key accomplishments are more specifically detailed in our Annual Report on Form10-K. The Compensation Committee believes each element of the compensation program was effective at aligning the executive officers with the Company’s objectives and the interests of shareholders and at appropriately recognizing the successresults the Company achieved as a result ofunder their leadership.
Elements of compensationCompensation
Base salarySalary
A portion of each executive officer’s total compensation is in the form of base salary. This is a fixed cash payment, expressed as an annualized salary. The salary component was designed to provide the executive officers with consistent income and to attract and retain talented and experienced executives capable of managing our operations and strategic growth. In alignment with our compensation philosophy, the Compensation Committee believes that ensuringhaving base salary levels that position us appropriately relative to the market and reflect the performance and level of responsibility of each executive officer is key to providing a competitive total compensation package. Annually, the performance of each executive officer, including the NEOs, is reviewed by the Compensation Committee using information and evaluations provided by the Chief Executive Officer, taking into account our operating and financial
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results for the year, an assessment of the contribution of each executive officer to such results, the achievement of our strategic growth and any changes in the role and responsibility of an executive officer. In addition, the Compensation Committee considers the results of the benchmarking study and the market competitiveness of each NEO’s base salary (generally targeting the 50th percentile of the benchmark data) to determine appropriate merit- and market-based increases to each executive’s base salary. In the second quarter of fiscal 2015, each2018, all of the NEOs received merit-based increases to base salary, as illustrated below:salary. In addition, Mr. Jenkins received a promotional increase, and Mr. Gleason received a market-based increase.
Name | New Base | Previous Base | Percentage Increase | |||||||||
Stephen M. King(1) | $ | 830,000 | $ | 800,000 | 3.8 | % | ||||||
Brian A. Jenkins(2) | $ | 475,000 | $ | 460,000 | 3.3 | % | ||||||
Joe DeProspero(3) | $ | 213,000 | $ | 206,000 | 3.4 | % | ||||||
Sean Gleason(4) | $ | 410,000 | $ | 345,000 | 18.8 | % | ||||||
Margo L. Manning | $ | 440,000 | $ | 415,000 | 6.0 | % | ||||||
John B. Mulleady | $ | 412,000 | $ | 400,000 | 3.0 | % | ||||||
| (1) | Upon Mr. King’s resignation from the Chief Executive Officer role in August 2018, he assumed a role as a part-time employee providing transition services at an annualized base salary of $25,000. |
| New Base
| Previous Base
| Percentage Increase
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Stephen M. King | $ | 720,000 | $ | 710,000 | 1.4 | % | ||||||
Dolf Berle | $ | 426,300 | $ | 420,000 | 1.5 | % | ||||||
Brian A. Jenkins | $ | 395,850 | $ | 390,000 | 1.5 | % | ||||||
John B. Mulleady | $ | 390,775 | $ | 385,000 | 1.5 | % | ||||||
Jay L. Tobin | $ | 365,400 | $ | 360,000 | 1.5 | % | ||||||
| (2) | Upon Mr. Jenkins’s promotion to Chief Executive Officer, his base salary was increased to $750,000. |
| (3) | In lieu of a base salary increase, Mr. DeProspero received bonuses totaling $85,000 for his service as Interim Chief Financial Officer. |
| (4) | Mr. Gleason’s base salary was initially set at $365,000 with a merit-based increase effective May 7, 2018. He received an additional increase that took his base salary to $410,000 on January 1, 2019. |
The Compensation Committee believes the increases awarded are commensurate with each NEO’s individual contribution to the Company’s success and that the resulting market positioning of each NEO is consistent with the considerations outlined above.
Annual Incentive Awards
The Executive Incentive Plan created under the 2014 Omnibus Incentive Plan (the “Executive Incentive Plan”) is designed to recognize and reward our employees for contributing towards the achievement of our annual business plan. The Compensation Committee believes the Executive Incentive Plan provides a valuable short-term incentive program that delivers a cash bonus opportunity for key employees, including the NEOs, upon achievement of targeted operating results, as determined by the Compensation Committee and the Board of Directors. The Executive Incentive Plan also supports our efforts to integrate our compensation philosophies with our annual business objectives and focus our executive officers on the fulfillment of those objectives.
In considering and approving the annual plan design, the Compensation Committee reviews target bonus percentages for each executive officer, including the NEOs, and considers the value of the incentive award relative to the individual’s total compensation package, the value of the incentive award and total compensation package relative to the benchmark data, and the degree to which the individual can influence the Company’s achievement of its short-term financial and strategic objectives. The Compensation Committee also reviews annually the financial and strategic objectives
that will comprise the components of the Executive Incentive Plan, the target for each component, and the payout percentages at threshold, target, and maximum performance for each component. The Compensation Committee relies on input from its compensation consultant, the results of benchmarking data, and analysis from our Chief Executive Officer to determine the appropriateness of the target bonus percentages for each executive officer (including the NEOs), the components of the Executive Incentive Plan, the targets for each component, and the payout percentages at each level of performance.
The fiscal 20152018 incentive plan for mostnon-executive participants was based on our targeted “EBITDA” (net income, plus (a) interest expense (net), (b) loss on debt retirement, (c) provision (benefit) for income taxes, and (d) depreciation and amortization expense) for fiscal 2015. Substantially all of the NEOs received a bonus based on achievement of various corporate objectives (including items such as EBITDA, revenues, and similar measures) as determined by the Compensation Committee. With the exception of Mr. Mulleady, bonus payouts for our NEOs were based 75% on the achievement of an EBITDA target, 12.5% on the achievement of a total revenue target, and 12.5% on the achievement of targeted comparable store sales growth. Comparable store sales (a year-over-year comparison of sales at stores open at the end of the period which have been open for at least 18 months as of the beginning of each of the fiscal years) is a key performance indicator used within the industry and is indicative of acceptance of our initiatives as well as local economic and consumer trends. We had 59 comparable stores at the beginning of fiscal 2015. Mr. Mulleady’s bonus was based on EBITDA, the achievement of a target related to signed leases, and the achievement of a target related to new store construction costs.2018. The Compensation Committee annually reviews and modifiessets the performance goals
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for the Executive Incentive Plan as necessary to ensure reasonableness, support of our strategy and consistency with our overall objectives. The EBITDA targetBonus payout metrics for fiscal 2015 was 9.8% higher than fiscal 2014 EBITDA and2018 for our NEOs is shown in the revenue target was 8.5% higher than fiscal 2014 revenues. table below.
Name | Fiscal 2018 | |||||
| Percentage of Bonus | Bonus Metric | |||||
Stephen M. King | 75 | % | EBITDA target(1) | |||
| 12.5 | % | Total revenue target | ||||
| 12.5 | % | Comparable store sales growth target(2) | ||||
Brian A. Jenkins | 75 | % | EBITDA target(1) | |||
| 12.5 | % | Total revenue target | ||||
| 12.5 | % | Comparable store sales growth target(2) | ||||
Joe DeProspero | 75 | % | EBITDA target(1) | |||
| 25 | % | Attainment of individual strategic objectives | ||||
Sean Gleason | 50 | % | EBITDA target(1) | |||
| 25 | % | Total revenue target | ||||
| 25 | % | Comparable store sales growth target(2) | ||||
Margo L. Manning | 75 | % | EBITDA target(1) | |||
| 12.5 | % | Total revenue target | ||||
| 12.5 | % | Comparable store sales growth target(2) | ||||
John B. Mulleady | 50 | % | EBITDA target(1) | |||
| 25 | % | Signed leases target(3) | ||||
| 25 | % | New store construction costs target(3) | ||||
| (1) | The EBITDA target for fiscal 2018, a52-week year, was 7.1% higher than actual EBITDA for fiscal 2017, a53-week year, and the revenue target was 10.6% higher than actual fiscal 2017 revenues. |
| (2) | Comparable store sales (a year-over-year comparison of sales at stores open at the end of the period which have been open for at least 18 months as of the beginning of each of the fiscal years) is a key performance indicator used within the industry and is indicative of acceptance of our initiatives as well as local economic and consumer trends. We had 86 comparable stores at the beginning of fiscal 2018. |
| (3) | With respect to Mr. Mulleady’s objectives, the targets for signed leases and new store construction were aligned with our development strategy and intended to build the pipeline for future growth. In setting Mr. Mulleady’s targets, the Compensation Committee considered prior results and the level of performance needed to achieve development goals and set the targets at levels it believed were challenging but attainable. |
Under each executive officer’s employment agreement (including the NEOs) and the Executive Incentive Plan, a target bonus opportunity is expressed as a percentage of annualized base salary as of the end of the fiscal year, prorated according to the percentage of the fiscal year the executive officer is employed by the Company. Target levels are established based upon a review of market practices and align to the Company’s compensation philosophy. Bonuses above or below the target level may be paid subject to a prescribed maximum or minimum. Bonus attainment is calculated separately for each component of the Executive Incentive Plan. Below a minimum threshold level of performance, no awards will be granted under the Executive Incentive plan.Plan. The threshold, target, and maximum percentages for each of the NEOs in 2015fiscal 2018 under the Executive Incentive Plan are outlined in the table below.
Name | % of Salary at Threshold | % of Salary at Target | % of Salary at Maximum | |||||||||
Stephen M. King(1) | 43.8% | 100.0% | 200.0% | |||||||||
Brian A. Jenkins | 43.8% | 100.0% | 200.0% | |||||||||
Joe DeProspero(2) | 15.0% | 40.0% | 80.0% | |||||||||
Sean Gleason | 22.5% | 60.0% | 120.0% | |||||||||
Margo L. Manning | 30.6% | 70.0% | 140.0% | |||||||||
John B. Mulleady | 18.8% | 60.0% | 120.0% | |||||||||
| (1) | Mr. King’s bonus attainment will be prorated for the portion of the year he served as Chief Executive Officer. |
| % of Salary at | % of Salary at | % of Salary at | ||||||||||
| Threshold
| Target
| Maximum
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Stephen M. King | 22.5 | % | 90.0 | % | 180.0 | % | ||||||
Dolf Berle | 17.5 | % | 70.0 | % | 140.0 | % | ||||||
Brian A. Jenkins | 15.0 | % | 60.0 | % | 120.0 | % | ||||||
John B. Mulleady | 11.3 | % | 60.0 | % | 120.0 | % | ||||||
Jay L. Tobin | 15.0 | % | 60.0 | % | 120.0 | % | ||||||
| (2) | Mr. DeProspero’s target bonus for the portion of the year he served as Interim Chief Financial Officer was increased to 70.0% of $383,000. |
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The table below outlines the targets and relative payout percentages for the EBITDA, total revenue, and comparable store sales growth, signed leases, and new store construction components of the Executive Incentive Plan. Below a minimum threshold level of performance, no awards will be granted under the Executive Incentive Plan. The calculations are subject to straight-line interpolation between threshold and target performance and between target and maximum performance. The performance thresholds on the financial measures were set at a level that ensures no payout will be made unless the Company exceeded prior year performance.
| Performance
| Bonus as % of Target
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Component | Threshold
| Target
| Maximum
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| Maximum
| ||||||||||||||||||
EBITDA(1) | $ | 147.0 | $ | 158.9 | $ | 174.8 | 25 | % | 100 | % | 200 | % | ||||||||||||
Total Revenue(1) | $ | 769.6 | $ | 810.1 | $ | 891.2 | 50 | % | 100 | % | 200 | % | ||||||||||||
Comparable Store Sales Growth | 0.0 | % | 2.6 | % | 5.2 | % | 0 | % | 100 | % | 200 | % | ||||||||||||
Signed Leases | 7 | 9 | 11 | 25 | % | 100 | % | 200 | % | |||||||||||||||
New Store Construction(2) | — | | Within 7.5% of Budget | | 0 | % | 100 | % | 200 | % | ||||||||||||||
| Performance | Bonus as % of Target | |||||||||||||||||||||||||
Component | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||
EBITDA(1) | $ 265.1 | $ 287.5 | $ 324.9 | 50% | 100% | 200% | ||||||||||||||||||||
Total Revenue(1) | $1,197.1 | $1,260.1 | $1,323.1 | 50% | 100% | 200% | ||||||||||||||||||||
Comparable Store Sales Growth | — | 0.0% | 2.0% | — | 100% | 200% | ||||||||||||||||||||
Signed Leases | 7 | 10 | 13 | 25% | 100% | 200% | ||||||||||||||||||||
New Store Construction(2) | — | | Within 7.5% of Budget |
| — | 0% | 100% | 200% | ||||||||||||||||||
Individual Strategic Objectives (3) | | Objective Achieved | | 0% | 100% | 200% | ||||||||||||||||||||
| (1) | Dollar amounts are represented in millions. |
| (2) | Mr. Mulleady may be awarded the target new store construction bonus if the average actual total construction cost for building each new store opened in fiscal |
| (3) | Mr. DeProspero may be awarded all or part of the target Individual Strategic Objective bonus, based on his attainment of each objective established at the beginning of the fiscal year. If target EBITDA or better is achieved, the portion of Mr. DeProspero’s bonus associated with Individual Strategic Objectives will increase at the same slope as the EBITDA bonus, based on EBITDA achievement. |
At the close of the performance period, the Compensation Committee determined the bonuses for the executive officers, including the NEOs, following the annual audit and reporting of financial results for fiscal 20152018 and reported the awards to the Board of Directors. The Compensation Committee authorized bonuses to the executive officers, including the NEOs, in amounts that were commensurate with the results achieved during fiscal 2015.2018. In reviewing fiscal 20152018 results, the Compensation Committee recognized that we exceeded threshold, but did not achieve target EBITDA,EBITDA; we exceeded target but did not achieve maximum Total Revenue and did not achieve target Comparable Store Sales Growth, which resulted in an award abovebelow target level performance for substantially all employees, including the NEOs. With the exception ofemployees. Mr. Mulleady, our NEOsKing, Mr. Jenkins, and Ms. Manning were paid 196.3%74.8% of their target bonus opportunity for fiscal 2015 based on the achievement2018. Mr. Gleason was paid 67.9% of performance in excesshis target bonus. Mr. DeProspero achieved his Individual Strategic Objectives at target level and was paid 86.2% of his target on Adjusted EBITDA and Total Revenue.bonus. Mr. Mulleady achieved performance atbetween the target and the maximum payout level on the portion of his bonus linked to the signed leases and target payout on the portion of his bonus related to the attainment of restaurant developmentnew store construction objectives; therefore, he was paid 200.0%107.5% of his target bonus opportunity for fiscal 2015.2018. The tables below outline the 20152018 performance results and bonus payments made under the Executive Incentive Plan to each NEO.
Component | Target
| Actual
| % of Target
| Payout %
| ||||||||||||
EBITDA(1) | $ | 158.9 | $ | 188.7 | 118.8 | % | 200.0 | % | ||||||||
Revenue(1) | $ | 810.1 | $ | 867.0 | 107.0 | % | 170.2 | % | ||||||||
Comparable Store Sales Growth | 2.60 | % | 8.90 | % | 342.3 | % | 200.0 | % | ||||||||
Signed Leases | 9 | 14 | 155.6 | % | 200.0 | % | ||||||||||
New Store Construction(2) | Within 7.5% of Budget | -0.30 | % | Target Achieved | 200.0 | % | ||||||||||
Component | Target | Actual | % of Target | Payout % | ||||||||||||
EBITDA(1) | $ 287.5 | $ 279.3 | 97.1% | 81.7% | ||||||||||||
Revenue(1) | $1,260.1 | $1,265.3 | 100.4% | 108.3% | ||||||||||||
Comparable Store Sales Growth | 0.0% | (1.6)% | — | 0.0% | ||||||||||||
Signed Leases | 10 | 12 | 120.0% | 166.7% | ||||||||||||
New Store Construction(2) | Within 7.5% of Budget | 6.2% | Target Achieved | 100.0% | ||||||||||||
| (1) | Dollar amounts are represented in millions |
| (2) | The average total construction cost for building each new store opened in fiscal |
| Dave & Buster’s Entertainment, Inc. | 29 | Eat Drink Play Watch® |
Name | Target Bonus | Bonus Paid | % of Target | |||||||||
Stephen M. King | $415,000 | (1) | $310,308 | 74.8% | ||||||||
Brian A. Jenkins | $750,000 | $560,797 | 74.8% | |||||||||
Joe DeProspero | $176,650 | $152,345 | 86.2% | |||||||||
Sean Gleason | $246,000 | $167,012 | 67.9% | |||||||||
Margo L. Manning | $308,000 | $230,301 | 74.8% | |||||||||
John B. Mulleady | $247,200 | $265,727 | 107.5% | |||||||||
| Target Bonus
| Bonus Paid
| % of Target
| ||||||||||
Stephen M. King | $ | 648,000 | $ | 1,271,824 | 196.3 | % | ||||||
Dolf Berle | $ | 298,410 | $ | 585,687 | 196.3 | % | ||||||
Brian A. Jenkins | $ | 237,510 | $ | 466,159 | 196.3 | % | ||||||
John B. Mulleady | $ | 234,465 | $ | 468,930 | 200.0 | % | ||||||
Jay L. Tobin | $ | 219,240 | $ | 430,300 | 196.3 | % | ||||||
| (1) | Mr. King’s target bonus amount is prorated for his period of service as the Company’s CEO in fiscal 2018. |
The Compensation Committee believes the incentive awards were warranted and consistent with the performance of each executive officer, including the NEOs, during fiscal 20152018 based on the Compensation Committee’s evaluation of each individual’s overall contribution to accomplishing our fiscal 20152018 corporate goals and of each individual’s achievement of strategic and individual performance goals during the year.
Long-term Incentive Awards
The Compensation Committee believes that it is essential to align the interests of the executive officers, including the NEOs, and other key management personnel responsible for our growth with the interests of our stockholders.shareholders. The Compensation Committee has also identified the need to retain tenured, high performing executives. The Compensation Committee believes that these objectives are accomplished through the provision of cash- and stock-based incentives that align the interests of management personnel with the long-term objectives of enhancing our value, as set forth in the 2014 Stock Incentive Plan.
Annually, the Compensation Committee determines whether to grant long-term cash- and/or stock-based incentives to executive officers, including the NEOs, and other key management personnel. In determining whether to award grants, the Compensation Committee considers Company performance, individual performance, the significance of individuals’ contributions to the ongoing success of the Company, the valuation of the grants relative to the individual’s total compensation, value creation, and the recommendations of our Chief Executive Officer. In addition, the Compensation Committee reliesconsiders on the benchmarking data and additional analysis provided by the compensation consultant in determining appropriate grant levels for our executive officers, including the NEOs.
2018 Long Term Incentive Award Grant.During fiscal 2015,2018, the Compensation Committee awarded to the executive officers, including the NEOs, and other key management personnel a combination of service-basednon-qualified stock options (“Stock Options”) with gradual vesting schedules, RSUs that vest upon the attainment ofpre-established performance targets, and long-term cash incentives (“Performance Cash”) that vest upon the attainment ofpre-established performance targets. The Stock Options, which comprise 50% of each NEO’s award, vest in equal installments over a three-year period and are exercisable up to a maximum of 10 years. The exercise prices of the stock option awards were established as the closing price of the Company’s stock on the date following the date on which the Compensation Committee approved the awards. The RSUs, which comprise 35% of each NEO’s award, and Performance Cash, which comprises 15% of each NEO’s award, vest after three years and are based 66.7% on achieving targeted three-year cumulative EBITDA and 33.3% on achieving a targeted return on capital invested in new stores (“ROIC”). The NEOs face a significant risk of forfeiture or reduced payout if the Company fails to meet either of the targets, as the settlement value of the RSUs and Performance Cash varies between 0% and 200% of
the target award, depending on EBITDA and ROIC performance, as depicted in the table below. Further, the value of the Stock Options and the RSUs increases or decreases with the changes in the Company’s stock price. The Compensation Committee believes that the mix of 50% Stock Options, 35% RSUs and 15% Performance Cash provides an appropriate balance promoting retention and motivating and rewarding our executive officers and other key employees to deliver long-term financial success.
| 3-Year Cumulative EBITDA
| 3-Year Cumulative ROIC
| |||||||||||||||||||||||
| Performance
| Performance as a Percentage of Target
| Payout as a Percentage of Target(1)
| Performance(2)
| Performance as a Percentage of Target
| Payout as a Percentage of Target(1)
| |||||||||||||||||||
Below Threshold | Below $468.61 | Below 85.0 | % | 0.0 | % | Below 2.13 | % | Below 85.0 | % | 0.0 | % | |||||||||||||
Threshold | $468.61 | 85.0 | % | 50.0 | % | 2.13 | % | 85.0 | % | 50.0 | % | |||||||||||||
Target | $551.31 | 100.0 | % | 100.0 | % | 2.50 | % | 100.0 | % | 100.0 | % | |||||||||||||
Maximum | $661.57 | 120.0 | % | 200.0 | % | 3.00 | % | 120.0 | % | 200.0 | % | |||||||||||||
| 2018-2020 RSU and Performance Cash Grant | ||||||||||||||||||||||||||
| 3-Year Cumulative EBITDA | 3-Year Cumulative ROIC | |||||||||||||||||||||||||
| Performance (in millions) | Performance as a Percentage of Target | Payout as a Percentage of Target(1) | Performance(2) | Performance as a Percentage of Target | Payout as a Percentage of Target(1) | |||||||||||||||||||||
Below Threshold | Below $ 730.9 | Below 85.0% | 0.0% | Below 2.38% | Below 85.0% | 0.0% | ||||||||||||||||||||
Threshold | $ 730.9 | 85.0% | 50.0% | 2.38% | 85.0% | 50.0% | ||||||||||||||||||||
Target | $ 859.9 | 100.0% | 100.0% | 2.80% | 100.0% | 100.0% | ||||||||||||||||||||
Maximum | $1,031.8 | 120.0% | 200.0% | 4.25% | 151.8% | 200.0% | ||||||||||||||||||||
| (1) | Performance and payouts are subject to straight-line interpolation between points. |
| (2) | Monthly ROIC for new stores opening during the three-year performance period. |
| Dave & Buster’s Entertainment, Inc. | 30 | Eat Drink Play Watch® |
Off-Cycle Grants. The Compensation Committee may awardoff-cycle grants of restricted stock units and stock options in recognition of performance and strong contributions to the Company’s success by an executive officer, including our NEOs. The number of restricted stock units granted is determined by the stock price at the date of grant and is calculated using the formula of (A) the targeted value of the restricted stock unit grant divided by (B) the stock price at grant. The number of stock options is also determined by the stock price at the date of grant and is calculated using the formula of (X) the targeted value of the stock option grant divided by (Y) the grant date fair value as determined by the Black-Scholes valuation method. During fiscal year 2018, the Compensation Committee awarded anoff-cycle grant of time-based restricted stock units to Mr. Jenkins in connection with his transition to Chief Executive Officer. The restricted stock units vest in two equal installments on the third and fourth anniversary of the grant. Except in certain specific circumstances, Mr. Jenkins will forfeit any unvested restricted stock units if his employment with the Company terminates prior to the date of vesting (see the discussion on Potential Payments Upon Termination or Change of Control later in this proxy).
2016 Long Term Incentive Award Payout. During fiscal 2016, the Compensation Committee awarded executive officers, including the NEOs, and other key management personnel a combination of service-based Stock Options with gradual vesting schedules, and RSUs and Performance Cash that would vest upon the attainment ofpre-established cumulative performance targets during the 2016, 2017, and 2018 fiscal years.
| 2016-2018 RSU and Performance Cash Grant | ||||||||||||||||||||||||||
| 3-Year Cumulative EBITDA | 3-Year Cumulative ROIC | |||||||||||||||||||||||||
| Performance (in millions) | Performance as a Percentage of Target | Payout as a Percentage of Target(1) | Performance(2) | Performance as a Percentage of Target | Payout as a Percentage of Target(1) | |||||||||||||||||||||
Below Threshold | Below $641.5 | Below 85.0% | 0.0% | Below 2.13% | Below 85.0% | 0.0% | ||||||||||||||||||||
Threshold | $641.5 | 85.0% | 50.0% | 2.13% | 85.0% | 50.0% | ||||||||||||||||||||
Target | $754.7 | 100.0% | 100.0% | 2.50% | 100.0% | 100.0% | ||||||||||||||||||||
Maximum | $905.6 | 120.0% | 200.0% | 3.00% | 120.0% | 200.0% | ||||||||||||||||||||
| (1) | Performance and payouts are subject to straight-line interpolation between points. |
| (2) | Monthly ROIC for new stores opening during the three-year performance period. |
At the close of the performance period, the Compensation Committee determined the RSU and Performance Cash payouts for the executive officers, including the NEOs, following the annual audit and reporting of financial results for fiscal 2018 and reported the amounts to the Board of Directors. The Compensation Committee authorized payouts to the executive officers, including the NEOs, in amounts that were commensurate with the results achieved during the performance period. In reviewing fiscal 2018 results, the Compensation Committee recognized that we achieved results between target and maximum cumulative EBITDA and exceeded maximum cumulative ROIC, which resulted in a combined payout at 153.9% of target level performance for all participating employees, including the NEOs. The tables below outline the performance results and payouts made to each NEO.
Component | Target | Actual | % of Target | Payout % | ||||||||||||
Cumulative EBITDA(1) | $754.7 | 801.1 | 106.2% | 130.8% | ||||||||||||
3-Year Cumulative ROIC | 2.5% | 4.1% | 164.0% | 200.0% | ||||||||||||
| (1) | Dollar amounts are represented in millions and include allowablepre-established adjustments fornon-recurring items. |
Name | Target (#) | Actual (#) | Target ($) | Actual ($) | ||||||||||||
Stephen M. King | 17,902 | 27,543 | $ | 300,000 | $ | 461,560 | ||||||||||
Brian A. Jenkins | 6,200 | 9,540 | $ | 103,911 | $ | 159,870 | ||||||||||
Joe DeProspero | 514 | 791 | $ | 8,618 | $ | 13,258 | ||||||||||
Sean Gleason | 3,943 | 6,067 | $ | 66,077 | $ | 101,661 | ||||||||||
Margo L. Manning | 3,508 | 5,397 | $ | 58,800 | $ | 90,466 | ||||||||||
John B. Mulleady | 3,497 | 5,381 | $ | 58,616 | $ | 90,183 | ||||||||||
| Dave & Buster’s Entertainment, Inc. | 31 | Eat Drink Play Watch® |
Other Benefits
Retirement Benefits. Our employees, including our NEOs, are eligible to participate in the 401(k) retirement plan on the same basis as other employees. However, tax regulations impose a limit on the amount of compensation that may be deferred for purposes of retirement savings. As a result, we established the Select Executive Retirement Plan (the “SERP”). See “20152018 Nonqualified Deferred Compensation” for a discussion of the SERP.
Perquisites and Other Benefits. We offer our NEOs a modest perquisite allowance and an annual executive physical. We believe these perquisites, which comprise less than 3%5% of each NEO’s total compensation, are reasonable and round out a competitive compensation program that enhances our ability to attract and retain executive talent. See “20152018 Summary Compensation Table.”
Severance Benefits. We have entered into employment agreements with each of our NEOs. These agreements provide our NEOs with certain severance benefits in the event of involuntary termination or adverse job changes and are key to attracting and retaining key executives. See “Employment Agreements.”
Deductibility of executive compensationExecutive Compensation
Section 162(m) of the Internal Revenue Code under the Omnibus Budget Reconciliation Act of 1993 limits the deductibility of certain compensation over $1,000,000 paid by a company to an executive officer. In light of section 162(m), the Compensation Committee may modify, where reasonably necessary,We consider objectives such as attracting, retaining and motivating leaders when we design our executive compensation program to maximizeprograms. We also consider thetax-deductibility of compensation, but it is not our sole consideration. U.S. tax reform which became effective in 2017 expanded the types of compensation included in determining tax deduction limits, consequently, we expect that tax deductibility will have less of an impact on our program design for our named executive officers in the future. For federal income taxes, compensation paidis an expense that is fullytax-deductible for almost all our U.S. employees.
The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation in fiscal 2018 to covered employees. Atthat of all other Company employees for the same time, the Compensation Committee also believes that the overall performanceperiod. Our calculations included employees who were active as of November 12, 2018. As Canadian employees account for less than 5% of our executive officers cannot intotal employee population, we excluded Canadian employees from the median calculation. Our total employee population was 15,530 and our total employee population without our Canadian employees was 15,166. The median employee was identified using all cases be reduced to a fixed formula and that the prudent use of discretion in determining the form and the amount of compensation isearnings for fiscal 2018, as reported in our best interest and thosepayroll system. Compensation was annualized for all employees including Mr. Jenkins, other than seasonal or temporary employees, based on the number of days employed during fiscal 2018. Payments which were not expected to be repeated throughout the year were not annualized. Mr. Jenkins had fiscal 2018 annual total compensation of $4,242,769 (inclusive of aone-time RSU grant equal to $1,874,994, which was made in conjunction with his promotion to the CEO role) as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for fiscal 2018 was $20,042 (based on the same methodology used for the Summary Compensation Table). Mr. Jenkins’s annual total compensation was approximately 211.7 times that of our stockholders. In general,median employee. Excluding the Compensation Committee structures its pay programs to limit the impactone-time promotional RSU grant, Mr. Jenkins’ annualized compensation would have been $2,367,775, which was approximately 118.1 times that of section 162(m).
Stock Ownership Guidelines for Officers
Our ownership guidelines were established in order to further align theirthe interests of our Chief Executive Officer, NEOs and executive officers with stockholdersshareholders and encourage each executive officer to maintain a long-term equity stake in the Company. The guidelines provide that each executive officer must hold a multiple of his or her annual base salary in the Company’s stock and include the following holding requirement:
Position | Ownership Requirement (multiple of base salary) | |||
Chief Executive Officer | 7 times | |||
| ||||
| 3 times | |||
Other Senior Vice Presidents | 2 times | |||
| Dave & Buster’s Entertainment, Inc. | 32 | Eat Drink Play Watch® |
Equity counted toward the ownership requirement includes stock ownership, vested and unexercised stock options, time-based restricted stock, 401(k) or other similar plan holdings, and stock beneficially owned in a trust. Each current executive officer has until October 2019 to achieve the minimum ownership requirement. Any executiveexecutives hired or promoted into an executive officer role would have five years from the date of hire or promotion to achieve the requirement. Each current executive officer, except Mr. Edmund, has until October 2019 to achieve the minimum ownership requirement. Mr. Edmund joined the Company in October 2018 and has until October 2023 to achieve this requirement. As of the end of fiscal 2018, all our current named executive officers met the stock ownership requirements.
On April 6, 2016, the Compensation Committee approvedThe Company has adopted a clawback policy. This policy providesproviding for the adjustment or recovery of compensation in certain circumstances. If the Board of Directors, upon recommendation of the Compensation Committee, determines that, as a result of a restatement of our financial statements because of material noncompliance with any financial reporting requirement under the securities laws, an executive officer has received more compensation than would have been paid absent the incorrect financial statements, within the three-year period immediately preceding the date on which the Company is required to prepare the restatement, the Board of Directors, in its discretion, shall take such action as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. In certain cases, such action may include, to the extent permitted by applicable law: (i) requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive officer; (ii) causing the partial or full cancellation of RSUs, Performance Cash, and Stock Options; (iii) adjusting the future compensation of such executive officer; and (iv) dismissing or taking legal action against the executive officer, in each case as the Board, upon recommendation of the Compensation Committee, determines to be in the Company’s best interests and that of our stockholders.shareholders. These remedies would be in addition to, and not in lieu of, any penalties imposed by law enforcement agencies, regulators or other authorities. Any incentive-based awards or payments or other compensation paid to current and former executive officers under employment agreements or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement (including compliance with the Dodd-Frank Act), will be subject to the deductions and clawback as may be required by law, government regulation or stock exchange listing requirement.
Our Compensation Committee assessed the risk associated with our compensation practices and policies for employees, including a consideration of the balance between risk-taking incentives
and risk-mitigating factors in our practices and policies. The assessment determined that any risks arising from our compensation practices and policies are not reasonably likely to have a material adverse effect on our business or financial condition.
The Compensation Committee of the Board of Directors has furnished the following report:
The Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with the management of the Company. Based on that review and discussion, the Committee has recommended to the Board of Directors that the CD&A be included in this Annual Report on Form 10-K.Proxy Statement.
Michael J. Griffith, Chair |
Patricia H. Mueller |
Jennifer Storms |
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2015
2018 Summary Compensation Table
The following table sets forth information concerning all compensation that we paid or accrued during fiscal 2015, 2014,2018, 2017, and fiscal 20132016 to or for each of our NEOs.
NAME AND PRINCIPAL | YEAR
| SALARY(1) ($)
| STOCK AWARDS ($)(2)
| OPTION AWARDS(2) ($)
| NON-EQUITY INCENTIVE PLAN COMPENSATION ($)
| ALL OTHER COMPENSATION(3) ($)
| TOTAL ($)
| |||||||||||||||||||||
Stephen M. King | 2015 | 717,500 | 583,971 | 834,241 | 1,271,824 | 59,932 | 3,467,468 | |||||||||||||||||||||
(CEO) | 2014 | 676,250 | 1,560,000 | 1,107,808 | 35,053 | 3,379,111 | ||||||||||||||||||||||
| 2013 | 646,250 | 0 | 556,926 | 39,709 | 1,242,885 | |||||||||||||||||||||||
Dolf Berle | 2015 | 424,725 | 235,193 | 335,989 | 585,687 | 32,351 | 1,613,945 | |||||||||||||||||||||
(President and COO) | 2014 | 406,875 | 632,000 | 573,408 | 17,731 | 1,630,014 | ||||||||||||||||||||||
| 2013 | 391,250 | 0 | 294,951 | 16,767 | 702,968 | |||||||||||||||||||||||
Brian A. Jenkins | 2015 | 394,388 | 191,084 | 272,998 | 466,159 | 39,112 | 1,363,741 | |||||||||||||||||||||
(SVP and CFO) | 2014 | 376,875 | 517,000 | 456,386 | 32,126 | 1,382,387 | ||||||||||||||||||||||
| 2013 | 363,933 | 0 | 233,972 | 34,030 | 631,935 | |||||||||||||||||||||||
John B. Mulleady | 2015 | 389,331 | 121,259 | 173,241 | 468,930 | 32,802 | 1,185,563 | |||||||||||||||||||||
(SVP of Real Estate and Development) | 2014 | 375,625 | 323,000 | 462,000 | 16,663 | 1,177,288 | ||||||||||||||||||||||
| 2013 | 363,125 | 404,000 | 290,283 | 15,900 | 1,073,308 | |||||||||||||||||||||||
Jay L. Tobin | 2015 | 364,050 | 113,395 | 161,996 | 430,300 | 41,185 | 1,110,926 | |||||||||||||||||||||
(SVP and General Counsel) | 2014 | 352,499 | 327,000 | 421,279 | 31,404 | 1,132,182 | ||||||||||||||||||||||
| 2013 | 342,500 | 0 | 219,389 | 33,207 | 595,096 | |||||||||||||||||||||||
Name and Principal Position | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | ||||||||||||||||||||||||
Stephen M. King (COB and CEO(1)) | 2018 | 507,402 | 387,451 | 374,999 | 771,868 | 29,426 | 2,071,146 | |||||||||||||||||||||||||
| 2017 | 802,884 | 656,191 | 937,489 | 1,053,626 | 58,033 | 3,508,223 | ||||||||||||||||||||||||||
| 2016 | 742,500 | 699,968 | 999,997 | 997,258 | 52,231 | 3,491,954 | ||||||||||||||||||||||||||
Brian A. Jenkins (CEO and SVP & CFO(1)) | 2018 | 610,281 | 2,224,979 | 499,999 | 720,667 | 42,234 | 4,098,160 | |||||||||||||||||||||||||
| 2017 | 463,846 | 4,616 | 465,571 | 807,981 | 411,148 | 28,596 | 2,181,758 | |||||||||||||||||||||||||
| 2016 | 410,156 | 242,420 | 346,367 | 390,039 | 44,033 | 1,433 015 | ||||||||||||||||||||||||||
Joe DeProspero (Interim CFO and VP of Finance(1)) | 2018 | 211,116 | 85,000 | 28,863 | 41,242 | 165,603 | 24,222 | 556,046 | ||||||||||||||||||||||||
| 2017 | 207,773 | 3,688 | 27,568 | 39,434 | 92,563 | 28,600 | 399,626 | |||||||||||||||||||||||||
| 2016 | 195,809 | 20,097 | 28,723 | 127,362 | 27,821 | 399,812 | ||||||||||||||||||||||||||
Sean Gleason (SVP and Chief Marketing Officer) | 2018 | 364,154 | 120,743 | 172,493 | 268,673 | 35,799 | 961,862 | |||||||||||||||||||||||||
| 2017 | 347,885 | 4,616 | 139,111 | 232,151 | 194,251 | 38,221 | 956,235 | |||||||||||||||||||||||||
| 2016 | 326,162 | 654,161 | 220,243 | 265,433 | 37,420 | 1,503,419 | ||||||||||||||||||||||||||
Margo L. Manning (SVP and COO) | 2018 | 433,750 | 262,478 | 374,999 | 320,767 | 32,896 | 1,424,890 | |||||||||||||||||||||||||
| 2017 | 416,731 | 4,616 | 543,355 | 311,982 | 275,801 | 40,210 | 1,592,694 | |||||||||||||||||||||||||
| 2016 | 304,901 | 137,163 | 195,996 | 362,144 | 36,692 | 1,036,896 | ||||||||||||||||||||||||||
John B. Mulleady (SVP of Real Estate and Development) | 2018 | 409,001 | 139,986 | 199,987 | 355,910 | 26,382 | 1,131,266 | |||||||||||||||||||||||||
| 2017 | 405,386 | 4,616 | 336,718 | 195,372 | 390,743 | 28,097 | 1,360,932 | |||||||||||||||||||||||||
| 2016 | 390,775 | 15,000 | 136,733 | 195,378 | 401,099 | 27,650 | 1,166,635 | |||||||||||||||||||||||||
| (1) | During fiscal 2018, Mr. King served as CEO and COB until his retirement as CEO on August 5, 2018 (he continues to serve as COB). Mr. Jenkins served as SVP and CFO until August 5, 2018 when he became CEO; and Mr. DeProspero served as VP of Finance until his appointment as Interim CFO on August 5, 2018. |
| (2) | The following salary deferrals were made under the SERP in |
Amounts in this column reflect the taxable value of a gift awarded to each executive officer by Mr. King in fiscal 2017 and a lump sum payment to Mr. Mulleady in fiscal 2016, in lieu of a merit increase. The amount listed for Mr. DeProspero in fiscal 2018 bonuses are for his service as interim CFO in lieu of a base salary increase. |
| (4) | Amounts in this column includes the aggregate grant date fair value of performance RSUs, at target, calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of valuation of RSUs in |
Amounts in this column reflect the aggregate grant date fair value of options calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of valuation of options granted in |
| Dave & Buster’s Entertainment, Inc. | 34 | Eat Drink Play Watch® |
| (6) | Amounts in this column for 2018 reflect annual incentive earned for fiscal 2018 under the Executive Incentive Plan and the cash portion of the Long Term Incentive Plan awarded to each NEO in 2016. Amounts in this column for 2017 reflect annual incentive earned for fiscal 2017 under the Executive Incentive Plan and the cash portion of the Long Term Incentive Plan awarded to each NEO in 2015. |
| (7) | The following table sets forth the components of “All Other Compensation” for fiscal |
NAME | PERQUISITE ALLOWANCE ($)
| COMPANY CONTRIBUTIONS TO RETIREMENT & 401(K) PLANS(a) ($)
| EXECUTIVE PHYSICAL ($)
| TOTAL ($)
| ||||||||||||
Stephen M. King | 30,311 | 21,615 | 8,006 | 59,932 | ||||||||||||
Dolf Berle | 25,218 | 2,640 | 4,493 | 32,351 | ||||||||||||
Brian A. Jenkins | 25,218 | 13,894 | — | 39,112 | ||||||||||||
John B. Mulleady | 25,218 | 2,643 | 4,941 | 32,802 | ||||||||||||
Jay L. Tobin | 25,218 | 13,582 | 2,385 | 41,185 | ||||||||||||
Name | Perquisite Allowance ($) | Company Contributions To Retirement & 401(k) Plans(a) ($) | Executive Physical ($) | Total ($) | ||||||||||||
Stephen M. King | 15,000 | 6,691 | 7,735 | 29,426 | ||||||||||||
Brian A. Jenkins | 27,500 | 10,544 | 4,190 | 42,234 | ||||||||||||
Joe DeProspero | 20,000 | 4,222 | — | 24,222 | ||||||||||||
Sean Gleason | 25,000 | 6,870 | 3,929 | 35,799 | ||||||||||||
Margo L. Manning | 25,000 | 7,896 | — | 32,896 | ||||||||||||
John B. Mulleady | 25,000 | 1,382 | — | 26,382 | ||||||||||||
| (a) | Amounts include Company contributions to the 401(k) and SERP that were based on the Company’s performance during |
| Dave & Buster’s Entertainment, Inc. | 35 | Eat Drink Play Watch® |
Grants of Plan-Based Awards in Fiscal 20152018
The following table shows the grants of plan-based awards to the named executive officers in fiscal 2015.2018.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards
| Estimated Future Payouts Under Equity Incentive Plan Awards
| All Other Option Awards: # of Securities Underlying Options (#)
| Exercise or Base Price of Option Award ($/Share)
| GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)
| ||||||||||||||||||||||||||||||||||||||
Name | Grant Date
| Threshold ($)
| Target ($)
| Maximum ($)
| Threshold (#)
| Target (#)
| Maximum (#)
| |||||||||||||||||||||||||||||||||||
Stephen M. King | Cash Incentive(1) | N/A | $ | 162,000 | $ | 648,000 | $ | 1,296,000 | — | — | — | |||||||||||||||||||||||||||||||
| Perfomance Cash(2) | 4/9/2015 | $ | 125,138 | $ | 250,275 | $ | 500,550 | |||||||||||||||||||||||||||||||||||
| RSUs(3) | 4/9/2015 | — | — | — | 9,208 | 18,416 | 36,832 | — | $ | 583,971 | ||||||||||||||||||||||||||||||||
| Stock Options | 4/9/2015 | 68,775 | $ | 31.71 | $ | 834,241 | ||||||||||||||||||||||||||||||||||||
Dolf Berle | Cash Incentive(1) | N/A | $ | 74,603 | $ | 298,410 | $ | 596,820 | — | — | — | |||||||||||||||||||||||||||||||
| Perfomance Cash(2) | 4/9/2015 | $ | 50,400 | $ | 100,800 | $ | 201,600 | |||||||||||||||||||||||||||||||||||
| RSUs(3) | 4/9/2015 | — | — | — | 3,709 | 7,417 | 14,834 | — | $ | 235,193 | ||||||||||||||||||||||||||||||||
| Stock Options | 4/9/2015 | 27,699 | $ | 31.71 | $ | 335,989 | ||||||||||||||||||||||||||||||||||||
Brian A. Jenkins | Cash Incentive(1) | N/A | $ | 59,378 | $ | 237,510 | $ | 475,020 | ||||||||||||||||||||||||||||||||||
| Perfomance Cash(2) | 4/9/2015 | $ | 40,950 | $ | 81,900 | $ | 163,800 | |||||||||||||||||||||||||||||||||||
| RSUs(3) | 4/9/2015 | 3,013 | 6,026 | 12,052 | $ | 191,084 | ||||||||||||||||||||||||||||||||||||
| Stock Options | 4/9/2015 | 22,506 | $ | 31.71 | $ | 272,998 | ||||||||||||||||||||||||||||||||||||
John B. Mulleady | Cash Incentive(1) | N/A | $ | 43,962 | $ | 234,465 | $ | 468,930 | ||||||||||||||||||||||||||||||||||
| Perfomance Cash(2) | 4/9/2015 | $ | 25,988 | $ | 51,975 | $ | 103,950 | |||||||||||||||||||||||||||||||||||
| RSUs(3) | 4/9/2015 | 1,912 | 3,824 | 7,648 | $ | 121,259 | ||||||||||||||||||||||||||||||||||||
| Stock Options | 4/9/2015 | 14,282 | $ | 31.71 | $ | 173,241 | ||||||||||||||||||||||||||||||||||||
Jay L. Tobin | Cash Incentive(1) | N/A | $ | 54,810 | $ | 219,240 | $ | 438,480 | ||||||||||||||||||||||||||||||||||
| Perfomance Cash(2) | 4/9/2015 | $ | 24,300 | $ | 48,600 | $ | 97,200 | |||||||||||||||||||||||||||||||||||
| RSUs(3) | 4/9/2015 | 1,788 | 3,576 | 7,152 | $ | 113,395 | ||||||||||||||||||||||||||||||||||||
| Stock Options | 4/9/2015 | 13,355 | $ | 31.71 | $ | 161,996 | ||||||||||||||||||||||||||||||||||||
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: # of Shares of Stock or Units | All Other Option Awards: # of Securities Underlying Options | Exercise or Base Price of Option Award ($/ Share) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||
Stephen M. King | Cash | N/A | 363,540 | 830,000 | 1,660,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Performance | 4/12/2018 | 56,250 | 112,500 | 225,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(3) | 4/12/2018 | 3,151 | 6,302 | 12,604 | 262,478 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock | 4/12/2018 | 24,414 | 41.65 | 374,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(4) | 8/9/2018 | 2,463 | 124,973 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Brian A. Jenkins | Cash | N/A | 328,500 | 750,000 | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Performance | 4/12/2018 | 75,000 | 150,000 | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(3) | 4/12/2018 | 4,202 | 8,403 | 16,806 | 349,985 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock | 4/12/2018 | 32,552 | 41.65 | 499,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(5) | 6/11/2018 | 33,590 | 1,874,994 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Joe DeProspero | Cash | N/A | 66,244 | 176,650 | 353,300 | |||||||||||||||||||||||||||||||||||||||||||||||||
Performance | 4/12/2018 | 6,188 | 12.375 | 24,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(3) | 4/12/2018 | 347 | 693 | 1,386 | 28,863 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock | 4/12/2018 | 2,685 | 41.65 | 41,242 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sean Gleason | Cash | N/A | 92,250 | 246,000 | 492,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Performance | 4/12/2018 | 25,875 | 51,750 | 103,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(3) | 4/12/2018 | 1,450 | 2,899 | 5,798 | 120,743 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock | 4/12/2018 | 11,230 | 41.65 | 172,493 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Margo L. Manning | Cash | N/A | 134,640 | 308,000 | 616,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Performance | 4/12/2018 | 56,250 | 112,500 | 225,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(3) | 4/12/2018 | 3,151 | 6,302 | 12,604 | 262,478 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock | 4/12/2018 | 24,414 | 41.65 | 374,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||
John B. Mulleady | Cash | N/A | 77,456 | 247,200 | 494,400 | |||||||||||||||||||||||||||||||||||||||||||||||||
Performance | 4/12/2018 | 30,000 | 60,000 | 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSUs(3) | 4/12/2018 | 1,681 | 3,361 | 6,722 | 139,986 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock | 4/12/2018 | 13,020 | 41.65 | 199,987 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Reflect annual Executive Incentive Plan award opportunity described under “Annual Incentive Awards” above and actual payouts are recorded under |
| Dave & Buster’s Entertainment, Inc. | 36 | Eat Drink Play Watch® |
| (2) | The amounts shown in the “Threshold” column reflect the minimum payment level under the Company’s Performance Cash component of the LTIP. The minimum award level is 50% of target (“Target”) and the maximum award is 200% of target (“Maximum”). Threshold is represented with the minimum possible payout, but zero payout is possible if threshold performance measures are not met. |
| (3) | The shares shown in the “Threshold” column reflect the minimum payment level under the Company’s RSU component of the 2014 Stock Incentive Plan. The minimum award level is 50% of target (“Target”) and the maximum award is 200% of target (“Maximum”). Threshold is represented with the minimum possible payout, but zero payout is possible if threshold performance measures are not met. |
| (4) | The shares shown reflect an award of RSUs to Mr. King in connection with role as Chairman of the Board of the Company (following his retirement as CEO of the Company in August 2018). These RSUs vest on August 9, 2019. |
| (5) | The shares shown reflect an award of RSUs to Mr. Jenkins in connection with his succession to CEO of the Company. These RSUs vest in equal installments on June 11, 2021 and June 11, 2022. |
| (6) | As a result of Mr. King’s retirement as CEO, these amounts will be prorated for the period he served as the Company’s CEO during fiscal 2018. |
| Dave & Buster’s Entertainment, Inc. | 37 | Eat Drink Play Watch® |
Outstanding Equity Awards at FiscalYear-End 2015 2018
| Option Awards
| Stock Awards
| |||||||||||||||||||||||
NAME | EXERCISABLE
| UNEXERCISABLE
| OPTION EXERCISE PRICE ($)
| OPTION EXPIRATION DATE
| INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED
| INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(13)
| ||||||||||||||||||
Stephen M. King | 0 | 68,775 | (1) | 31.71 | 4/9/2025 | 9,208 | (12) | $ | 333,974 | |||||||||||||||
| 0 | 184,615 | (2) | 16.00 | 10/9/2024 | ||||||||||||||||||||
| 571,781 | (3) | 0 | 4.44 | 6/1/2020 | ||||||||||||||||||||
Dolf Berle | 0 | 27,699 | (1) | 31.71 | 4/9/2025 | |||||||||||||||||||
| 0 | 74,793 | (2) | 16.00 | 10/9/2024 | 3,709 | (12) | $ | 134,525 | ||||||||||||||||
| 252,369 | (4) | 36,583 | (5) | 4.44 | 3/23/2021 | |||||||||||||||||||
Brian A. Jenkins | 0 | 22,506 | (1) | 31.71 | 4/9/2025 | 3,013 | (12) | $ | 109,282 | |||||||||||||||
| 0 | 61,183 | (2) | 16.00 | 10/9/2024 | ||||||||||||||||||||
| 273,558 | (3) | 0 | 4.44 | 6/1/2020 | ||||||||||||||||||||
John B. Mulleady | 0 | 14,282 | (1) | 31.71 | 4/9/2025 | 1,912 | (12) | $ | 69,348 | |||||||||||||||
| 0 | 38,225 | (2) | 16.00 | 10/9/2024 | ||||||||||||||||||||
| 9,000 | (6) | 13,498 | (7) | 9.34 | 9/27/2023 | |||||||||||||||||||
| 26,998 | (8) | 40,497 | (9) | 8.30 | 5/3/2023 | |||||||||||||||||||
| 9,961 | (10) | 13,499 | (11) | 5.07 | 4/16/2022 | |||||||||||||||||||
Jay L. Tobin | 0 | 13,355 | (1) | 31.71 | 4/9/2025 | 1,788 | (12) | $ | 64,851 | |||||||||||||||
| 0 | 38,698 | (2) | 16.00 | 10/9/2024 | ||||||||||||||||||||
| 89,186 | (3) | 0 | 4.44 | 6/1/2020 | ||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||
NAME | EXERCISABLE | UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT YET VESTED | INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(18) ($) | ||||||||||||||||||||
Stephen M. King | 0 | 24,414 | (1) | 41.65 | 4/12/2028 | 2,463 | (8) | 126,450 | ||||||||||||||||||
| 14,589 | (2) | 29,178 | (3) | 59.67 | 4/7/2027 | 6,302 | (9) | 323,545 | ||||||||||||||||||
| 48,556 | (2) | 24,277 | (4) | 39.10 | 4/7/2026 | 21,994 | (10) | 1,129,172 | ||||||||||||||||||
| 68,775 | (2) | 0 | 31.71 | 4/9/2025 | 35,804 | (11) | 1,838,177 | |||||||||||||||||||
| 184,615 | (2) | 0 | 16.00 | 10/9/2024 | ||||||||||||||||||||||
| 39,281 | (5) | 0 | 4.44 | 6/1/2020 | ||||||||||||||||||||||
Brian A. Jenkins | 0 | 32,552 | (1) | 41.65 | 4/12/2028 | 33,590 | (12) | 1,724,511 | ||||||||||||||||||
| 9,885 | (2) | 19,770 | (6) | 49.59 | 9/7/2027 | 8,403 | (9) | 431,410 | ||||||||||||||||||
| 4,793 | (2) | 9,586 | (3) | 59.67 | 4/7/2027 | 5,041 | (13) | 258,805 | ||||||||||||||||||
| 16,818 | (2) | 8,409 | (4) | 39.10 | 4/7/2026 | 7,226 | (10) | 370,983 | ||||||||||||||||||
| 22,506 | (2) | 0 | 31.71 | 4/9/2025 | 12,400 | (11) | 636,616 | |||||||||||||||||||
| 61,183 | (2) | 0 | 16.00 | 10/9/2024 | ||||||||||||||||||||||
| 38,808 | (5) | 0 | 4.44 | 6/1/2020 | ||||||||||||||||||||||
Joe DeProspero | 0 | 2,685 | (1) | 41.65 | 4/12/2028 | 693 | (9) | 35,579 | ||||||||||||||||||
| 614 | (2) | 1,227 | (3) | 59.67 | 4/7/2027 | 924 | (10) | 47,438 | ||||||||||||||||||
| 1,395 | (2) | 697 | (4) | 39.10 | 4/7/2026 | 1,028 | (11) | 52,778 | ||||||||||||||||||
| 2,330 | (2) | 0 | 31.71 | 4/9/2025 | ||||||||||||||||||||||
| 11,249 | (7) | 0 | 9.34 | 9/27/2023 | ||||||||||||||||||||||
| 5,744 | (7) | 0 | 6.27 | 12/5/2022 | ||||||||||||||||||||||
Sean Gleason | 0 | 11,230 | (1) | 41.65 | 4/12/2028 | 2,899 | (9) | 148,835 | ||||||||||||||||||
| 2,307 | (2) | 4,612 | (6) | 49.59 | 9/7/2027 | 1,176 | (14) | 60,376 | ||||||||||||||||||
| 1,798 | (2) | 3,594 | (3) | 59.67 | 4/7/2027 | 2,708 | (10) | 139,029 | ||||||||||||||||||
| 10,694 | (2) | 5,347 | (4) | 39.10 | 4/7/2026 | 10,504 | (15) | 539,275 | ||||||||||||||||||
| 8,305 | (2) | 0 | 31.71 | 4/9/2025 | 7,886 | (11) | 404,867 | |||||||||||||||||||
| 17,633 | (2) | 0 | 16.00 | 10/9/2024 | ||||||||||||||||||||||
| 19,400 | (5) | 0 | 4.44 | 6/1/2020 | ||||||||||||||||||||||
Margo L. Manning | 0 | 24,414 | (1) | 41.65 | 4/12/2028 | 6,302 | (9) | 323,545 | ||||||||||||||||||
| 4,855 | (2) | 9,710 | (3) | 59.67 | 4/7/2027 | 5,446 | (16) | 279,598 | ||||||||||||||||||
| 9,517 | (2) | 4,758 | (4) | 39.10 | 4/7/2026 | 7,320 | (10) | 375,809 | ||||||||||||||||||
| 7,234 | (2) | 0 | 31.71 | 4/9/2025 | 7,016 | (11) | 360,201 | |||||||||||||||||||
| 17,396 | (2) | 0 | 16.00 | 10/9/2024 | ||||||||||||||||||||||
| 23,683 | (5) | 0 | 5.07 | 3/8/2022 | ||||||||||||||||||||||
John B. Mulleady | 0 | 13,020 | (1) | 41.65 | 4/12/2028 | 3,361 | (9) | 172,554 | ||||||||||||||||||
| 3,041 | (2) | 6,080 | (3) | 59.67 | 4/7/2027 | 3,351 | (17) | 172,040 | ||||||||||||||||||
| 9,487 | (2) | 4,743 | (4) | 39.10 | 4/7/2026 | 4,584 | (10) | 235,343 | ||||||||||||||||||
| 14,282 | (2) | 0 | 31.71 | 4/9/2025 | 6,994 | (11) | 359,072 | |||||||||||||||||||
| 38,225 | (2) | 0 | 16.00 | 10/9/2024 | ||||||||||||||||||||||
| 22,498 | (7) | 0 | 9.34 | 9/27/2023 | ||||||||||||||||||||||
| 20,955 | (7) | 0 | 8.30 | 5/3/2023 | ||||||||||||||||||||||
| (1) | These options represent unvested service-based options granted under the 2014 Stock Incentive Plan.One-third of these options |
| Dave & Buster’s Entertainment, Inc. | 38 | Eat Drink Play Watch® |
| (2) | These options represent vested service-based options granted under the 2014 Stock Incentive Plan. |
| (3) | These options represent unvested service-based options granted under the 2014 Stock Incentive Plan. Half of these options will vest on each of |
These options represent unvested service-based options granted under the 2014 Stock Incentive Plan. These options will vest on April 7, 2019. |
| (5) | These options represent vested |
| These options represent unvested service-based options granted under the |
These options represent vested service-based options granted under the 2010 Stock Incentive Plan. |
This grant reflects an award of RSUs to Mr. King in connection with his role as Chairman of the Board. These |
These |
These grants reflect maximum RSU awards under the Fiscal 2017-Fiscal 2019 LTIP. |
| (11) | These grants reflect maximum RSU awards under the Fiscal 2016-Fiscal 2018 LTIP. |
| (12) | This grant reflects an award to Mr. Jenkins in connection with his succession to CEO of the Company. These RSUs vest in equal installments on June 11, 2021 and June 11, 2022. |
| (13) | This grant reflects an award of RSUs to Mr. Jenkins in recognition of his strong performance and contribution to the Company’s success. These RSUs vest in equal installments on September 7, 2021 and September 7, 2022. |
| (14) | This grant reflects an award of RSUs to Mr. Gleason in recognition of his strong performance and contribution to the Company’s success. These RSUs vest in equal installments on September 7, 2021 and September 7, 2022. |
| (15) | This grant reflects an award of RSUs to Mr. Gleason in recognition of his strong performance and contribution to the Company’s success. These RSUs vest in equal installments on July 18, 2020 and July 18, 2021. |
| (16) | This grant reflects an award of RSUs to Ms. Manning in recognition of her strong performance and contribution to the Company’s success. These RSUs vest in equal installments on April 7, 2021 and April 7, 2022. |
| (17) | This grant reflects an award of RSUs to Mr. Mulleady in recognition of his strong performance and contribution to the Company’s success. These RSUs vest in equal installments on April 7, 2021 and April 7, 2022. |
| (18) | The market value is equal to the number of shares underlying the units based on achieving |
Fiscal 20152018 Option Exercises and Stock Vested
| OPTION AWARDS | STOCK VESTED | |||||||||||||||
NAME | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise ($) | ||||||||||||
Stephen M. King | 195,000 | $10,732,908 | 36,832 | $1,534,053 | ||||||||||||
Brian A. Jenkins | 30,000 | $ 1,557,340 | 12,052 | $ 501,966 | ||||||||||||
Joe DeProspero | — | — | 1,248 | $ 51,979 | ||||||||||||
Sean Gleason | 12,100 | $ 675,834 | 4,448 | $ 185,259 | ||||||||||||
Margo L. Manning | 30,000 | $ 1,496,438 | 3,874 | $ 161,352 | ||||||||||||
John B. Mulleady | 22,500 | $ 1,026,635 | 7,648 | $ 318,539 | ||||||||||||
| (1) | These shares do not reflect reductions for shares withheld for taxes at time of distribution. |
OPTION AWARDS
| ||||
NAME | Number of Shares Acquired on Exercise
| Value Realized on Exercise
| ||
Stephen M. King | 278,657 | 8,072,692 | ||
Dolf Berle | 259,784 | 6,729,491 | ||
Brian A. Jenkins | 170,109 | 4,702,455 | ||
John B. Mulleady | 77,784 | 2,052,538 | ||
Jay L. Tobin | 133,324 | 3,515,406 | ||
| Dave & Buster’s Entertainment, Inc. | 39 | Eat Drink Play Watch® |
20152018 Nonqualified Deferred Compensation
The SERP is a defined contribution plan designed to permit a select group of management or highly compensated employees to set aside base salary on apre-tax basis. The SERP has a variety of investment options similar in type to our 401(k) plan. Each pay period, the Company matches 25% of the employee’s contributions, up to the first 6% of salary deferred. At the end of the year, if the Company’s EBITDA target is forecasted to be met, the Company contributesmay contribute an additional amount, equal to the employer match contributed each pay period. Any employerIn 2018, the Compensation Committee determined that EBITDA was not forecasted to be met and, therefore, did not authorize the payment of the additional amount was contributed to each eligible participant’s account. Employer contributions to a participant’s account vest in equal portions over the first five years a five-year period,participant is eligible to participate in the SERP and become immediately vested upon termination of a participant’s employment on or after age 65 or by reason of the participant’s death or disability, and upon a change of control (as defined in the SERP). Pursuant to Section 409A of the Code, however, such distribution cannot be made to certain employees of a publicly traded corporation before the earlier of six months following the employee’s termination date or the death of the employee. Employer contributions are fully vested after five years of eligibility. Withdrawals from the SERP may be permitted in the event of an unforeseeable emergency.
The following table shows contributions to each NEO’s deferred compensation account in 2015fiscal 2018 and the aggregate amount of such officer’s deferred compensation as of January 31, 2016.February 3, 2019.
Name | Executive Contributions in Last Fiscal Year(1) ($)
| Registrant Contributions in Last Fiscal Year(2)(3) ($)
| Aggregate Earnings in Last Fiscal Year(3) ($)
| Aggregate Balance at Last Fiscal Year- End(4) ($)
| ||||||||||||
Stephen M. King | $ | 43,050 | $ | 21,615 | ($ | 4,185 | ) | $ | 400,945 | |||||||
Dolf Berle | — | — | — | — | ||||||||||||
Brian A. Jenkins | $ | 37,916 | $ | 11,407 | $ | 2,131 | $ | 264,219 | ||||||||
John B. Mulleady | — | — | — | — | ||||||||||||
Jay L. Tobin | $ | 21,843 | $ | 10,937 | ($ | 2,668 | ) | $ | 203,726 | |||||||
Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(2)(3) ($) | Aggregate Earnings in Last Fiscal Year(3) ($) | Fees and ($) | Aggregate Balance at Last Fiscal Year- End(4) ($) | |||||||||||||||
Stephen M. King | $ | 27,763 | $ | 6,691 | $ | (62,131 | ) | $ | 1,462 | $ | 703,183 | |||||||||
Brian A. Jenkins | $ | 60,500 | $ | 9,075 | $ | 5,133 | $ | 524 | $ | 446,202 | ||||||||||
Joe DeProspero | $ | 12,667 | $ | 3,167 | $ | (108 | ) | $ | (315 | ) | $ | 237,989 | ||||||||
Sean Gleason | $ | 36,415 | $ | 5,462 | $ | (5,528 | ) | $ | 345 | $ | 294,648 | |||||||||
Margo L. Manning | $ | 82,920 | $ | 6,506 | $ | (17,695 | ) | $ | 1,861 | $ | 825,106 | |||||||||
John B. Mulleady | — | — | — | — | — | |||||||||||||||
| (1) | Amounts are included in the “Salary” column of the |
| (2) | Amounts shown are matching contributions pursuant to the deferred compensation plan. These amounts are included in the “All Other Compensation” column of the |
| (3) | No amount reported in this column was reported as compensation to the officer in the |
| (4) | The portion of these amounts derived from executive contributions made in previous years |
We have entered into employment agreements with our NEOs to reflect the then current compensation arrangements of each of the NEOs and to include additional restrictive covenants, including a one-year non-competitionone-yearnon-competition provision and a two-year non-solicitationtwo-yearnon-solicitation andnon-hire provision. The employment agreement for each NEO provides for an initial term of one year, subject to automaticone-year renewals unless terminated earlier by the NEO or us. Under the terms of the employment agreements, each NEO is entitled to a minimum base salary and may receive an annual salary increase commensurate with such officer’s performance during the year, as determined by theour Board of Directors of Dave & Buster’s Management Corporation, Inc.Directors. Our NEOs are also entitled to participate in the Executive Incentive Plan, the 2014 Stock Incentive Plan and in any profit sharing, qualified and nonqualified retirement plans and any health, life, accident, disability insurance, sick leave, supplemental medical reimbursement insurance, or benefit plans or programs as we may choose to make available now or in the future. NEOs also receive an annual perquisite allowance. In addition, the employment agreements contain provisions providing for severance payments and continuation of benefits under certain circumstances including termination by us without Cause (as defined in the employment agreement), upon execution of a general release of claims in favor of us. Each employment agreement also contains a confidentiality and noncompetition covenant.
| Dave & Buster’s Entertainment, Inc. | 40 | Eat Drink Play Watch® |
Potential Payments Upon Termination or Change of Control
The following is a discussion of the rights of the NEOs under the 2010 Stock Incentive Plan, the 2014 Stock Incentive Plan and the employment agreements with the NEOs following a termination of employment or change of control.
Payments pursuant to 2010 Stock Incentive Plan
Pursuant to the 2010 Stock Incentive Plan, certain vested stock options shall terminate on the earliest of (a) the day on which the executive officer is no longer employed by us due to the termination of such employment for cause, (b) the thirty-first day following the date the executive officer is no longer employed by us due to the termination of such employment upon notice to us by the executive officer without good reason having been shown, (c) the 366th day following the date the executive officer is no longer employed by us by reason of death, disability, or due to the termination of such employment (i) by the executive officer for good reason having been shown or (ii) by us for reason other than for cause, or (d) the tenth anniversary of the date of grant. Subject to the provisions of the immediately following sentence, allAll options that are not vested and exercisable on the date of termination of employment shall immediately terminate and expire on such termination date. Following the adoption of the 2014 Stock Incentive Plan, no further grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, or cash-based awards will be made pursuant to the 2010 Stock Incentive Plan.
Payments pursuant to 2014 Stock Incentive Plan
Pursuant to the 2014 Stock Incentive Plan, all Stock Options will terminate on the day on which the executive officer is no longer employed by us due to the termination of such employment for cause. Due to a termination of employment caused by reason of death or disability of the executive officer, any unvested portion of Stock Options shall immediately become vested and all vested options shall remain exercisable until the earlier of (a) one yearThe following the date of death or disability and (b) the expiration of the option term. Upon the termination of employment by reason of retirement (defined as termination of employment other than for cause, after obtaining (a) age 60 and completing ten years of continued service with the Company or (b) age 65), the unvested portion
of the Stock Option shall continue to vest on each remaining vesting date and the vested portion of the Stock Option shall remain exercisable until the expiration of the option term. Upon the termination of employment for any reason other than those described above, any unvested portion of the option shall immediately terminate and be forfeited without consideration and the vested Stock Options shall remain exercisable until the earlier of (a) 90 days following such termination of employment and (b) the expiration of the option term. Future award agreements will specify the effect of a holder’s termination of employment, including the extent to which equitytables address grants will be forfeited and the extent to which awards requiring exercise will remain exercisable. Such provisions will be determined in the sole discretion of the Compensation Committee.
Pursuant to grants made under the 2014 Stock Incentive Plan.
Stock Options
Reason for Termination | Unvested | Vested | ||
For cause | Immediate forfeiture | Immediate forfeiture | ||
Death or disability | Immediate vesting | Exercisable for earlier of (i) 1 year after death or disability or (ii) the remainder of option term | ||
Retirement(1) | Continued vesting per grant terms | Exercisable for remainder of option term | ||
Change in control(2) | Continued vesting per grant terms | Exercisable for remainder of option term | ||
Any other reason | Immediate forfeiture | Exercisable for earlier of (i) 90 days from date of termination or (ii) the remainder of the option term |
| (1) | Retirement is defined as termination other than for cause after obtaining either the age of 60 plus 10 years of service or age 65. |
| (2) | Change in control is defined as termination without cause or for good reason within period from 90 days before to one year after a change of control in the Company. If all Stock Options and the Plan are terminated as part of the change in control of the Company, the above is not applicable. |
| Dave & Buster’s Entertainment, Inc. | 41 | Eat Drink Play Watch® |
RSUs and Performance Cash (collectively, “Awards”) will terminate on the date in which the executive officer is no longer employed by us due to termination of such employment due to any reason other than death, disability, retirement, without cause, or for good reason related to a change of control. Following termination of employment caused by death or disability of the executive officer, Awards shall be settled based on actual performance during the full performance period, notwithstanding the termination of service. Following termination of employment by reason of retirement (defined as termination of employment, other than for cause, after obtaining (a) age 60 and completing 10 years of continued service with the Company or (b) age 65), Awards shall be settled based on actual performance during the full performance period, notwithstanding the termination of the employee’s service, prorated to reflect the number of days in the performance period that preceded or included the date of termination of service. Following termination of employment without cause or for good reason either within 90 days before or within 12 months following a change in control of the Company, Awards shall be settled based on actual performance during the full performance period, notwithstanding the termination of service, prorated to reflect the number of days in the performance period that preceded or included the day of termination of service. Following termination of employment for any reason other than those described above, any unvested portion of an Award shall immediately terminate and be forfeited without consideration. Future Award agreements will specify the effect of a holder’s termination of employment, including the extent to which equity grants will be forfeited and the extent to which awards requiring exercise will remain exercisable. Such provisions will be determined in the sole discretion of the Compensation Committee.
Reason for Termination | Performance Based RSUs and Performance Cash | Time Based RSUs | ||
For cause | Immediate forfeiture | Immediate forfeiture of unvested RSUs | ||
Death or disability | Settlement based on actual performance for full performance period notwithstanding termination of service | Settlement prorated for term of service between grant date and death or disability(3) | ||
Retirement(1) | Settlement based on actual performance for full performance period notwithstanding termination of service, prorated for term of service during performance period | Immediate forfeiture of unvested RSUs | ||
Change in control(2) | Settlement based on actual performance for full performance period notwithstanding termination of service, prorated for term of service during performance period | Settlement prorated for term of service between grant date and termination of service(3) | ||
Any other reason | Immediate forfeiture | Immediate forfeiture of unvested RSUs(3) |
| (1) | Retirement is defined as termination other than for cause after obtaining either the age of 60 plus 10 years of service or age 65. |
| (2) | Change in control is defined as termination without cause or for good reason within period from 90 days before to one year after a change of control in the Company. |
| (3) | Mr. Jenkins received a grant of time-based shares fiscal 2018. Under the terms of his award agreement, he is entitled to full settlement in the event of death or disability (notwithstanding termination of service), full settlement in the event of a change in control termination of service (notwithstanding termination of service), and a prorated settlement based on term of service between grant date and termination date of service in the event of a termination of service without cause or for good reason (notwithstanding termination of service). |
If there is a change of control of the Company, then, unless prohibited by law, the Compensation Committee is authorized (but not obligated) to make adjustments to the terms and conditions of outstanding awards, including, without limitation, continuation or assumption of outstanding awards; substitution of new awards with substantially the same terms as outstanding awards; accelerated exercisability, vesting and/or lapse of restrictions for outstanding awards immediately prior to the occurrence of such event; upon written notice, provision that any outstanding awards must be exercised, to the extent then exercisable, during a specified period determined by the Compensation Committee (contingent upon the consummation of the change of control), following which unexercised awards shall terminate; and cancellation of all or any portion of outstanding awards for fair market value (which may be the intrinsic value of the award and may be zero); and cancellation of all or any portion of outstanding awards for fair value (as determined in the sole discretion of the Compensation Committee and which may be zero).
Under the 2014 Stock Incentive Plan, a change of control generally is triggered by the occurrence of any of the following: (i) an acquisition of 30% or more of the outstanding shares or the
voting power of the outstanding securities generally entitled to vote in the election of directors; (ii) with certain exceptions, individuals on the Board of Directors on the date of effectiveness of the plan cease to constitute a majority of the Board of Directors; (iii) consummation of a reorganization, merger, amalgamation, statutory share exchange, consolidation or like event to which the Company is a party or a sale or disposition of all or substantially all of the Company’s assets, unless the Company’s stockholdersshareholders continue to own more than 50% of the outstanding voting securities, no person beneficially owns 30% or more of the outstanding securities of the Company and at least a majority of the members of the Board of Directors after such event were members of the Board of Directors prior to the event; or (iv) a complete liquidation or dissolution of the Company.
Payments pursuant to Employment Agreements
Deferred Compensation. All contributions made by an executive officer to a deferred compensation account, and all vested portions of our contributions to such deferred compensation account, shall be disbursed to the executive officer upon termination of employment for any reason. Currently, only Messrs. King, Jenkins, DeProspero, and TobinGleason and Ms. Manning have made contributions to a deferred compensation account.
| Dave & Buster’s Entertainment, Inc. | 42 | Eat Drink Play Watch® |
Resignation. If an executive officer resigns from employment with us, including for the purpose of retirement, such officer is not eligible for any further payments of salary, bonus, or benefits and such officer shall only be entitled to receive that compensation which has been earned by the officer through the date of termination. Notwithstanding the foregoing, the Company may, at its sole option, elect to provide payments and other severance benefits described below under “Involuntary Termination Not for Cause” and the officer shall be bound by various restrictive covenants contained inexecute a release of the employment agreements. These payments shall cease at such time as it is determined that the officer is not in full compliance with such restrictive covenants.Company.
Involuntary Termination Not for Cause. In the event of involuntary termination of employment other than for Cause (as defined in the employment agreements), an executive officer would be entitled to 12 months of severance pay at such officer’s then-current base salary (24 months of severance pay for Mr. King)Jenkins at his then current base salary plus his target bonus), the pro rata portion of the annual bonus, if any, earned by the officer for the then-current fiscal year (this amount is not applicable to Mr. Jenkins), 12 months continuation of such officer’s perquisite allowance, and monthly payments for a period of 12 months equal to the monthly premium required by such officers to maintain health insurance benefits provided by our group health insurance plan, in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985.
Termination for Cause. In the event of termination for Cause, the officer is not eligible for any further payments of salary, bonus, or benefits and shall be only entitled to receive that compensation which has been earned by the officer through the date of termination.
Termination for Good Reason. In the event the officer chooses to terminate his or her employment for reasons such as material breach of the employment agreement by us, relocation of the office where the officer performs his or her duties, assignment to the officer of any duties, authority, or responsibilities that are materially inconsistent with such officer’s position, authority, duties or responsibilities or other similar actions, such officer shall be entitled to the same benefits described above under“Involuntary Termination Not for Cause.”
Death or Disability. The benefits to which an officer (or such officer’s estate or representative) would be entitled in the event of death or disability are as described above under “Involuntary Termination Not for Cause.” However, the amount of salary paid to any such disabled officer shall be reduced by any income replacement benefits received from the disability insurance we provide.
| Dave & Buster’s Entertainment, Inc. | 43 | Eat Drink Play Watch® |
Information concerning the potential payments upon a termination of employment or change of control is set forth in tabular form below for each NEO. Information is provided as if the termination, death, disability or change of control (as defined in the 2014 Stock Incentive Plan) and certain other liquidity events had occurred as of January 31, 2016February 3, 2019 (the last day of fiscal 2015)2018).
Name | Benefit
| Resignation ($)
| Termination W/Out Cause($)
| Termination With Cause($)
| Termination for Good Reason($)
| Death/ Disability ($)
| Change in Control ($)
| |||||||||||||||||||
Stephen M. King | Salary | — | 1,440,000 | — | 1,440,000 | 1,440,000 | — | |||||||||||||||||||
| Bonus (1)Perquisite | — | 648,000 | — | 648,000 | 648,000 | — | ||||||||||||||||||||
| Allowance | — | 30,000 | — | 30,000 | 30,000 | — | ||||||||||||||||||||
H & W Benefits Deferred | — | 16,682 | — | 16,682 | 16,682 | — | ||||||||||||||||||||
| Compensation | 400,945 | 400,945 | 400,945 | 400,945 | 400,945 | 400,945 | ||||||||||||||||||||
Dolf Berle | Salary | — | 426,300 | — | 426,300 | 426,300 | — | |||||||||||||||||||
Bonus(1) Perquisite | — | 298,410 | — | 298,410 | 298,410 | — | ||||||||||||||||||||
Allowance | — | 25,000 | — | 25,000 | 25,000 | — | ||||||||||||||||||||
H & W Benefits Deferred | — | 18,640 | — | 18,640 | 18,640 | — | ||||||||||||||||||||
Compensation | — | — | — | — | — | — | ||||||||||||||||||||
Brian A. Jenkins | Salary | — | 395,850 | — | 395,850 | 395,850 | — | |||||||||||||||||||
Bonus(1) Perquisite | — | 237,510 | — | 237,510 | 237,510 | — | ||||||||||||||||||||
| Allowance | — | 25,000 | — | 25,000 | 25,000 | — | ||||||||||||||||||||
H & W Benefits Deferred | — | 22,850 | — | 22,850 | 22,850 | — | ||||||||||||||||||||
| Compensation | 264,219 | 264,219 | 264,219 | 264,219 | 264,219 | 264,219 | ||||||||||||||||||||
John B. Mulleady | Salary | — | 390,775 | — | 390,775 | 390,775 | — | |||||||||||||||||||
Bonus (1) Perquisite | — | 234,465 | — | 234,465 | 234,465 | — | ||||||||||||||||||||
| Allowance | — | 25,000 | — | 25,000 | 25,000 | — | ||||||||||||||||||||
H & W Benefits Deferred | — | 21,758 | — | 21,758 | 21,758 | — | ||||||||||||||||||||
| Compensation | — | — | — | — | — | — | ||||||||||||||||||||
Jay L. Tobin | Salary | — | 365,400 | — | 365,400 | 365,400 | — | |||||||||||||||||||
Bonus (1) Perquisite | — | 219,240 | — | 219,240 | 219,240 | — | ||||||||||||||||||||
| Allowance | — | 25,000 | — | 25,000 | 25,000 | — | ||||||||||||||||||||
H & W Benefits Deferred | — | 22,850 | — | 22,850 | 22,850 | — | ||||||||||||||||||||
| Compensation | 203,726 | 203,726 | 203,726 | 203,726 | 203,726 | 203,726 | ||||||||||||||||||||
Name | Benefit | Resignation ($) | Termination W/Out Cause($) | Termination With Cause($) | Termination for Good Reason($) | Death/ Disability ($) | Change in Control ($) | |||||||||||||||||||
Stephen M. King | Salary | 25,000 | 25,000 | 25,000 | ||||||||||||||||||||||
Bonus(1) | 415,000 | 415,000 | 415,000 | |||||||||||||||||||||||
Perquisite | — | — | — | |||||||||||||||||||||||
H & W Benefits | 20,713 | 20,713 | 20,713 | |||||||||||||||||||||||
Deferred | 703,183 | 703,183 | 703,183 | 703,183 | 703,183 | 703,183 | ||||||||||||||||||||
Brian A. Jenkins | Salary | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||||||||||||||
Bonus(1) | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||||||||||||||||
Perquisite | 30,000 | 30,000 | 30,000 | |||||||||||||||||||||||
H & W Benefits | 20,713 | 20,713 | 20,713 | |||||||||||||||||||||||
Deferred | 446,202 | 446,202 | 446,202 | 446,202 | 446,202 | 446,202 | ||||||||||||||||||||
Joe DeProspero | Salary | 213,000 | 213,000 | 213,000 | ||||||||||||||||||||||
Bonus(1) | 176,650 | 176,650 | 176,650 | |||||||||||||||||||||||
Perquisite | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||||
H & W Benefits | 16,697 | 16,697 | 16,697 | |||||||||||||||||||||||
Deferred | 237,989 | 237,989 | 237,989 | 237,989 | 237,989 | 237,989 | ||||||||||||||||||||
Sean Gleason | Salary | 410,000 | 410,000 | 410,000 | ||||||||||||||||||||||
Bonus(1) | 246,000 | 246,000 | 246,000 | |||||||||||||||||||||||
Perquisite | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||
H & W Benefits | 20,713 | 20,713 | 20,713 | |||||||||||||||||||||||
Deferred | 294,648 | 294,648 | 294,648 | 294,648 | 294,648 | 294,648 | ||||||||||||||||||||
Margo L. Manning | Salary | 440,000 | 440,000 | 440,000 | ||||||||||||||||||||||
Bonus(1) | 308,000 | 308,000 | 308,000 | |||||||||||||||||||||||
Perquisite Allowance | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||
H & W Benefits | 20,713 | 20,713 | 20,713 | |||||||||||||||||||||||
Deferred | 825,106 | 825,106 | 825,106 | 825,106 | 825,106 | 825,106 | ||||||||||||||||||||
John B. Mulleady | Salary | 412,000 | 412,000 | 412,000 | ||||||||||||||||||||||
Bonus(1) | 247,200 | 247,200 | 247,200 | |||||||||||||||||||||||
Allowance | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||
H & W Benefits | 14,242 | 14,242 | 14,242 | |||||||||||||||||||||||
Compensation | — | — | — | — | — | — | ||||||||||||||||||||
| (1) | Accrued and unpaidnon-equity incentive compensation payable assuming target performance in |
| Dave & Buster’s Entertainment, Inc. | 44 | Eat Drink Play Watch® |
Equity Compensation Plan Information
The following table sets forth information concerning the shares of common stock that may be issued upon exercise of options under the 2010 Stock Incentive Plan and the 2014 Stock Incentive Plan as of January 31, 2016:February 3, 2019:
EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
| WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
| NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS
| |||||||||
2010 Stock Incentive Plan | 2,341,825 | $ | 5.05 | — | ||||||||
2014 Stock Incentive Plan | 758,914 | (1) | $ | 21.72 | (2) | 2,330,036 | ||||||
|
|
|
|
|
| |||||||
Total plans | 3,100,739 | $ | 9.13 | (2) | 2,330,036 | |||||||
|
|
|
|
|
| |||||||
EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS | |||||||||
2010 Stock Incentive Plan | 359,984 | $ | 6.48 | 0 | ||||||||
2014 Stock Incentive Plan | 1,355,048 | (1) | $ | 34.22 | (2) | 1,607,480 | ||||||
|
|
|
| |||||||||
Total plans | 1,715,032 | $ | 28.40 | (2) | 1,607,480 | |||||||
| (1) | Includes |
| (2) | The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying restricted stock units, which have no exercise price. |
| Dave & Buster’s Entertainment, Inc. | 45 | Eat Drink Play Watch® |
TRANSACTIONS WITH RELATED PERSONS
RelationshipWe have a Related Party Transaction Policy that provides for timely internal review of prospective transactions with Oak Hill Capital Partners
Our Directors, J. Taylor Crandall, Kevin M. Mailenderrelated persons, as well as approval or ratification, and Tyler J. Wolfram are Partnersappropriate oversight and public disclosure, of Oak Hill. Our Director, David A. Jones issuch transactions. The Related Party Transaction Policy generally covers transactions with the Company, on the one hand, and a Senior Advisor to Oak Hill’s private equity funds and our Director, Alan J. Lacy, serveddirector or executive officer of the Company, a nominee for election as a Senior Advisor to Oak Hill’s private equity funds until December 2014.
Stockholders’ Agreement
In October 2014, we anddirector of the Oak Hill Funds entered into a stockholders’ agreement. Our BoardCompany, any security holder of Directors currently has ten directors. The stockholders’ agreement providesthe Company that the Oak Hill Funds (or oneowns (owns of record or beneficially) five percent or more of any class of the Company’s voting securities and any immediate family member of any of the foregoing persons, on the other hand. The Related Party Transaction Policy is administered by our Audit Committee.
The Related Party Transaction Policy also supplements the provisions of our Code of Business Conduct and Ethics concerning potential conflict of interest situations, which, pursuant to its terms, provides that unless a written waiver is granted (as explained below), employees may not (a) perform services for or have a financial interest in a private company that is, or may become, a supplier, customer or competitor of us; (b) perform services for or own more than 1% of the equity of a publicly traded company that is, or may become, a supplier, customer or competitor of us or (c) perform outside work or otherwise engage in any outside activity or enterprise that may interfere in any way with job performance or create a conflict with our best interests. Employees are under a continuing obligation to disclose to their affiliates,supervisors any situation that presents the possibility of a conflict or disparity of interest between the employee and us. An employee’s conflict of interest may only be waived if both the legal department and the employee’s supervisor waive the conflict in writing. An officer’s conflict of interest may only be approved pursuant to the extent assigned thereto), individually or in the aggregate, are entitled to designate directors to serve on the Board of Directors proportionate to the Oak Hill Funds’ (or one or more of their affiliates, to the extent assigned thereto) aggregate ownership of the outstanding shares of our common stock, at any meeting of stockholders at which directors are to be elected to the extent that the Oak Hill Funds do not have such proportionate number of director designees then serving on the Board of Directors; provided that for so long as the Oak Hill Funds (or one or more of their affiliates, to the extent assigned thereto), individually or in the aggregate, own 5% or more of the voting power of the outstanding shares of our common stock, the Oak Hill Funds are entitled to designate one director designee to serve on the Board of Directors at any meeting of stockholders at which directors are to be elected to the extent that the Oak Hill Funds do not have a director designee then serving on the Board of Directors. Such proportionate number of director designees is determined by taking the product of the Oak Hill Funds’ (or one or more of
their affiliates, to the extent assigned thereto) aggregate ownership interest in our Company multiplied by the then current number of directors on our Board of Directors (rounded up to the next whole number to the extent the product does not equal a whole number). The Oak Hill Funds’ director designees are currently J. Taylor Crandall, Kevin M. Mailender and Tyler J. Wolfram. The Oak Hill Funds have designated Mr. Mailender as its director designee at the Annual Meeting. The Oak Hill Funds are entitled to designate additional directors in order for the Oak Hill Funds to have their proportionate number of director designees. We will expand the size of our Board of Directors if necessary to provide for such proportionate representation.
Subject to applicable law and applicable NASDAQ rules, the stockholders’ agreement also provides that the Oak Hill Funds are entitled to nominate the members of the Nominating and Corporate Governance Committee up to a number of nominees not to exceed the number of directors designated by the Oak Hill Funds on the Board of Directors, and the remaining members will be nominated by the Board of Directors. In addition, subject to applicable law and applicable NASDAQ rules, each other committee of our Board of Directors, other than the Audit Committee, will consist of at least one member designated by the Oak Hill Funds. The stockholders’ agreement also provides that the Oak Hill Funds and their affiliates will be reimbursed for costs and out of pocket expenses incurred in connection with (i) counsel retained by the Oak Hill Funds to advise its nominees and/or us in connection with matters related to or arising out of meetings of the Board of Directors (or committees thereof) or otherwise raised by management, (ii) any review, amendment or enforcement of the stockholders’ agreement, (iii) the agreements entered into in connection with our initial public stock offering and transactions contemplated thereby and (iv) any of our regulatory filings involving the Oak Hill Funds or its affiliates. In furtherance of our amended and restated certificate of incorporation, the stockholders’ agreement provides that the Oak Hill Funds and their affiliates have no obligation to offer us an opportunity to participate in business opportunities presented to Oak Hill Funds or their respective affiliates even if the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses), and that neither the Oak Hill Funds nor their respective affiliates will be liable to us or our stockholders for breach of any duty by reason of any such activities unless, in the case of any person who is a director or officer of our company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as an officer or director of our company under the stockholders’ agreement. In addition, under the stockholders’ agreement, the Oak Hill Funds are granted access to our customary non-public information and members of our management team and are permitted to disclose our confidential information to their affiliates, representatives and advisors. The Oak Hill Funds and their affiliates are permitted to disclose our confidential information if requested or required by law. The Oak Hill Funds and their affiliates are also permitted to disclose our confidential information to any potential purchaser of us that executes a customary confidentiality agreement. The Oak Hill Funds, as part of a privately negotiated sale of its shares, may assign all or any portion of its rights under the stockholders’ agreement to any transferee. The stockholders’ agreement will terminate upon the written request of the Oak Hill Funds or at such time as the Oak Hill Funds own less than 5% of our common stock.
Registration Rights AgreementRelated Party Transaction Policy.
In connection with our initial public stock offeringfiscal 2018, the Company and its officers and directors did not engage in October 2014, we, the Oak Hill Funds and otherany reportable related party transactions nor were any waivers granted on conflicts of our stockholders prior to the initial public stock offering, including some of our directors and executive officers, entered into a registration rights agreement. The registration rights agreement provides that the Oak Hill Funds, under certain circumstances, have the ability to cause us to register our common equity securities under the Securities Act, and provide for procedures by which certain
of our equity holders may participate in such registrations. The Oak Hill Funds have an unlimited amount of demand registrations and all holders of registrable securities have customary piggyback registration rights providing them with the right to require us to include shares of common stock held by them in applicable registrations. The Oak Hill Funds may assign, to any of their respective affiliates or as part of a privately negotiated sale of their respective shares, in each case, all or any portion of their rights under the registration rights agreement to any transferee who agrees to be bound by the agreement.
We have reviewed and discussed with management and KPMG, the independent registered public accounting firm, our audited financial statements as of and for the fiscal year ended January 31, 2016.February 3, 2019. We have also discussed with KPMG the matters required to be discussed by Statement on Auditing StandardsStandard No. 16, as amended,1301, ““Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”).
We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, have considered the compatibility ofnon-audit services with the firm’s independence, and discussed with the auditors the firm’s independence.
Based on the reviews and discussions referred to above, we have recommended to the Board of Directors that the financial statements referred to above be included in our Annual Report on Form10-K.
Kevin M. Sheehan, Chair |
Victor L. Crawford |
Hamish A. Dodds |
Jonathan S. Halkyard |
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Michael J. Griffith
Jonathan S. Halkyard
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 and SEC rules require our directors, executive officers and persons who own more than 10% of any class of our common stock to file reports of their ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Based solelyDuring fiscal 2018, the Company believes that all reports were timely filed by its directors and executive officers, except for a Form 4 filing on our reviewMarch 27, 2019, reporting the sale of the reports filed during 2015, andstock on written representations from such reporting persons, we determined that noJune 19, 2018, on behalf of J. Michael Plunkett.
Shareholder proposals, including director executive officer or beneficial owner of more than 10% of any class of our common stock failed to file in a timely basis during 2015.
Stockholder proposalsnominees, for inclusion in the Company’s Proxy Statement and a form of proxy relating to the Company’s 20172020 annual meeting of stockholdersshareholders must provide written notice of such proposal to the Secretary of the Company at the principal executive offices of the Company no later than the close of business on January 2, 2020, assuming the Company does not change the date of the 2020 annual meeting of shareholders by more than 30 days before or 90 days after the anniversary of the Annual Meeting. Any matter so submitted must comply with the other provisions of the Company’s bylaws (current copies of the Company’s bylaws are available at no charge from the Secretary of the Company and may also be found in the Company’s public filings with the SEC) and be submitted in writing to the Secretary at the principal executive offices.
In addition, to properly bring any shareholders proposals, including director nominees, at the Company’s 2020 annual meeting of shareholders, shareholders must provide written notice of such proposal to the Secretary of the Company at the principal executive offices of the Company no later than the close of business on March 8, 2017,16, 2020, and not earlier than the close of business on February 18, 2017,14, 2020, assuming the Company does not change the date of the 20172020 annual meeting of stockholdersshareholders by more than 30 days before or 90 days after the anniversary of the 2016 Annual Meeting. Any matterwritten notice so submitted must comply as to form and substance with the other provisions of the Company’s bylaws and must be submitted in writing to the Secretary at the principal executive offices.
The Board does not presently intend to bring any other business before the Annual Meeting, and, so far as is known to the Board, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting. As daily business may properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.
Whether or not you expect to attend the meeting, please vote via the Internet, by phone, or by requesting, completing and mailing a paper proxy card, so that your shares may be represented at the meeting.
WHERE YOU CAN FIND MORE INFORMATION
We will provide, without charge, on the written request of any stockholder,shareholder, a copy of our 20152018 Annual Report on Form10-K and Proxy Statement. StockholdersShareholders should direct such requests to the Company’s Corporate Secretary at 2481 Mañana Drive, Dallas, TX 75220. Our SEC filings are available to the public in the SEC’s website atwww.sec.gov or atwww.daveandbusters.com. Our 20152018 Annual Report on Form10-K and other information on our website and the SEC’s website are not incorporated by reference in this Proxy Statement.
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APPENDIX ADAVE & BUSTER’S ENTERTAINMENT, INC.
Set forth below are proposed changesPROXY STATEMENT
FAQ’S ABOUTTHE MEETINGAND VOTING
Why did you send this Proxy Statement to Article V, Section (D)me?
Our Board of Directors is soliciting this proxy for use at the 2019 Annual Meeting of Shareholders (the “Annual Meeting”) on June 13, 2019, at 8:30 a.m. Central Daylight Time. We posted this Proxy Statement and the accompanying proxy on or about May 1, 2019, to our website at www.daveandbusters.com, and mailed notice on or about May 1, 2019 to all shareholders entitled to vote at the Annual Meeting.
Where is the Annual Meeting to be held?
The Annual Meeting will be held at the Omni Dallas Hotel, 555 S. Lamar Street, Dallas, Texas 75202 at the time noted above.
Who is allowed to vote?
Only holders of record of our common stock at the close of business on April 24, 2019, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 24, 2019, we had36,399,620 shares of common stock outstanding and entitled to vote.
How many votes do I have?
Holders of the Company’s Second Restatedcommon stock are entitled to one vote for each share held as of the record date, April 24, 2019.
What constitutes a quorum?
A quorum is required for our shareholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and Amended Certificateoutstanding stock entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of Incorporation. Additionbusiness. Abstentions and “brokernon-votes” (described below) will be counted in determining whether there is a quorum.
What is the purpose of new textthe Annual Meeting?
The purpose of the Annual Meeting is indicated by underliningto:
Elect nine (9) directors (Pages 5-9);
Vote on ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2019 Fiscal Year (Page 10);
Cast an advisory vote on executive compensation (Page 11); and deletion of existing text
Conduct any other business properly brought before the meeting or any adjournment or postponement thereof.
What vote is indicated by a strike-through.required to approve each proposal?
ARTICLE V
MANAGEMENT
| – | Proposal No. 1 – Election of Directors: |
(D) Removal.At any meeting called expressly for that purpose, any Any directoror the entire Board may be removed,but only with Cause (defined below)with or without cause, bytheThe affirmative vote of the holders of a majority of the remaining membersvotes cast at the Annual Meeting, present in person or represented by proxy, is required to elect each of the Board or the holders ofa majority of the shares then entitled to vote at an election of directors.at least sixty-sixnine nominees for director. Abstentions and two-thirds percent (662/3%) of the then outstanding voting stock of the Corporation then entitled to vote at anbrokernon-votes will have no effect on the election of directors, voting together as a single class.
“Cause” shall be deemed to exist only if: (i) such director has been indicted for or convicted of, has pleaded guilty ornolo contendere to, or such director is granted immunity to testify where another has been convicted of, a felony, (ii) such director has willfully failed to perform his duties, has been grossly negligent in the performance of his duties or has engaged in willful or serious misconduct in a matter that is injurious to the Corporation, in each case as determined by a court of competent jurisdiction or by the affirmative vote of at least a majority of the other members of the Board at any regular or special meeting of the Board called for such purpose, (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to perform as a director of the Corporation, or (iv) such director has been found by a court of competent jurisdiction or by the affirmative vote of at least a majority of the other members of the Board at any regular or special meeting of the Board called for such purpose to have breached such director’s duty of loyalty to the Corporation or its stockholders or to have engaged in any transaction with the Corporation from which such director derived an improper personal benefit. No director of the Corporation so removed may be nominated, re-elected or reinstated as a director of the Corporation so long as the cause for removal continues to exist.
Dave & Buster’s Entertainment, Inc. | ||||
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| Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm: |
Ratification requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against Proposal No. 2. Brokers are permitted to exercise their discretion and vote without specific instruction on this matter. Accordingly, there are no brokernon-votes.
| – | Proposal No. 3 – Advisory Vote on Executive Compensation: |
The approval, in an advisory,non-binding vote, requires the affirmative vote of the holders of a majority in voting power of stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against Proposal No. 3. Brokernon-votes will have no effect on Proposal No. 3.
How do I vote my shares if I am the registered holder?
If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote in person at the Annual Meeting or vote by completing, dating and signing the accompanying proxy and promptly returning it in the envelope enclosed with the paper copies of the proxy materials, or electronically through the Internet by following the instructions included on your proxy card. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” such proposal; or in the case of the election of directors, as a vote “for” election to the Board of all nominees presented by the Board.
How do I vote my shares if they are held in “street name”?
If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares; this is commonly referred to as holding shares in “street name”. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote in person at the Annual Meeting. If you do not provide voting instructions to your broker in advance of the Annual Meeting, The NASDAQ Stock Market LLC (“NASDAQ”) rules grant your broker discretionary authority to vote on “routine” proposals. The ratification of the appointment of the independent public accounting firm in Proposal No. 2 is the only item on the agenda for the Annual Meeting that is considered routine. Where a proposal is not “routine,” a broker who has received no instructions from a client does not have discretion to vote such client’s uninstructed shares on that proposal, and the unvoted shares are referred to as “brokernon-votes.”
What happens if not enough votes are received in time?
In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.
How do you know I voted over the telephone or internet?
The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly.
Does it cost to vote over the telephone or internet?
Shareholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, which must be borne by the shareholder.
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Who pays for the solicitation of proxies and how are they solicited?
The expenses of soliciting proxies to be voted at the Annual Meeting will be paid by the Company. Following the original distribution of the proxies and other soliciting materials, the Company and/or its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone, or email. Following the original distribution of the proxies and other soliciting materials, we will request that banks, brokers and other nominees distribute the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in distributing soliciting materials to their clients.
May I revoke my proxy?
Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by (a) a subsequent proxy that is submitted via telephone or Internet no later than 1:00 a.m., Central Daylight Time, on June 13, 2019, (b) a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or (c) attendance at the Annual Meeting and voting in person. In order for beneficial owners to change any of their previously reported voting instructions, they must contact their bank, broker or other nominee directly.
You should be aware that simply attending the meeting will not automatically revoke your previously submitted proxy. If you desire to do so, you must notify an authorized Dave & Buster’s representative at the Annual Meeting of your desire to revoke your proxy and then you must vote in person.
What is householding?
We have adopted a procedure approved by the SEC called “householding” under which multiple shareholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the shareholders. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, or if you have previously opted out and wish to participate in householding, you may do so by notifying us by mail at Dave & Buster’s Entertainment, Inc., 2481 Mañana Drive, Dallas, TX 75220; Attn: Investor Relations or by email atinvestorrelations@daveandbusters.com. You may also request additional copies of the proxy materials by notifying us in writing at the same address or email address. Shareholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding.
May I receive paper copies of the proxy materials?
Beginning on May 1, 2019, we mailed notice to all shareholders entitled to vote at the Annual Meeting a Notice Regarding the Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials you may notify us at the email address and mailing address provided above.
How will my proxy get voted?
If you vote over the phone or the internet or properly fill in and return a paper proxy card (if requested), the designated proxies (Brian A. Jenkins and Robert W. Edmund) will vote your shares as you have directed. If you submit a paper proxy card, but do not make specific choices, the designated proxies will vote your shares as recommended by the Board of Directors as follows:
FOR election of all nine nominees for director;
FOR ratification of KPMG LLP as our independent registered public accounting firm for fiscal 2019; and
FOR approval, in an advisory,non-binding vote, of the compensation of our named executive officers.
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How will voting on “any other business” be conducted?
Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any additional business is properly brought before the Annual Meeting, your signed or electronically transmitted proxy card gives authority to the designated proxies to vote on such matters in their discretion.
Who will count the votes?
We have hired a third party, Computershare, to be our inspector of elections, be responsible for determining whether a quorum is present, and tabulate votes casted by proxy or in person at the Annual Meeting.
Where can I find the final voting results of the Annual Meeting?
We will announce general voting results at the Annual Meeting and publish final detailed voting results in a Form8-K filed with the SEC within four business days following the Annual Meeting.
May shareholders ask questions at the Annual Meeting?
Yes, our representatives will answer your questions after the conclusion of the formal business of the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, we may impose certain procedural requirements, such as limiting repetitive orfollow-up questions, limiting the amount of time for questions, or requiring questions to be submitted in writing.
How long may I rely upon the information in this Proxy Statement? May I rely upon other materials as well regarding the Annual Meeting?
You should rely upon the information contained in this Proxy Statement to vote on the proposals at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. This Proxy Statement is dated May 1, 2019. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than such date, unless otherwise indicated in this Proxy Statement, and the mailing of the Proxy Statement to you shall not create any implication to the contrary. We would encourage you to check our website or the SEC’s website for any required updates that we may make between the date of this Proxy Statement and the date of the Annual Meeting.
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004CTN2712
Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. |
Annual Meeting Proxy Card
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A | Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR |
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| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||||||||||||
| 01 - Victor L. Crawford | ☐ | ☐ | ☐ | 02 - Hamish A. Dodds | ☐ | ☐ | ☐ | 03 - Michael J. Griffith | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
| 04 - Jonathan S. Halkyard | ☐ | ☐ | ☐ | 05 - Brian A. Jenkins | ☐ | ☐ | ☐ | 06 - Stephen M. King | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
| 07 - Patricia | ☐ | 08 - Kevin M. Sheehan | ☐ | 09 - Jennifer Storms | ☐ |
| For | Against | Abstain | For | Against | Abstain | |||||||||
2. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm | ☐ | ☐ | ☐ | 3. Advisory Approval of Executive Compensation | ☐ | ☐ | ☐ |
B | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
| Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | ||||||||||||||||
Date (mm/dd/yyyy) – Please print date below. | Signature 1 – Please keep signature within the box. | Signature 2 – Please keep signature within the box. |
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0324PA
Important notice regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders.
The Proxy Statement and Annual Report on Form 10-K are available at:
www.edocumentview.com/play
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — Dave & Buster’s Entertainment, Inc. |
Notice of 2019 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting — June 13, 2019
Brian A. Jenkins and Robert W. Edmund, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Dave & Buster’s Entertainment, Inc. to be held on June 13, 2019 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the Election of Nine Directors, FOR the Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm, and FOR the Advisory Approval of Executive Compensation.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
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Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | ☒ |
Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.
 | Votes submitted electronically must be received by 1:00 a.m., Central Time, on June 13, 2019. | |
| Online | |
| Go towww.envisionreports.com/play or scan the QR code – login details are located in the shaded bar below. | ||
 | Phone | |
| Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | ||
| Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/play | |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
| A | Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2 – 3. |
1. Election of Directors: | For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | + | ||||||||||||||
| 01 – Victor L. Crawford | ☐ | ☐ | ☐ | 02 – Hamish A. Dodds | ☐ | ☐ | ☐ | 03 – Michael J. Griffith | ☐ | ☐ | ☐ | |||||||||||||
| 04 – Jonathan S. Halkyard | ☐ | ☐ | ☐ | 05 – Brian A. Jenkins | ☐ | ☐ | ☐ | 06 – Stephen M. King | ☐ | ☐ | ☐ | |||||||||||||
| 07 – Patricia M. Mueller | ☐ | ☐ | ☐ | 08 – Kevin M. Sheehan | ☐ | ☐ | ☐ | 09 – Jennifer Storms | ☐ | ☐ | ☐ |
| For | Against | Abstain | For | Against | Abstain | |||||||||||||
2. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm | 3. | |||||||||||||||||
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| B | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
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02C8YB
Important notice regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders.
The Proxy Statement and Annual Report on Form 10-K are available at:
www.edocumentview.com/play
q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — Dave & Buster’s Entertainment, Inc.
Notice of 2016 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting — June 16, 2016
Brian A. Jenkins and Stephen M. King, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Dave & Buster’s Entertainment, Inc. to be held on June 16, 2016 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the Election of Nine Directors, FOR the Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm, FOR the Amendment of the Certificate of Incorporation of the Company, FOR the advisory approval of executive compensation, FOR the advisory approval of One Year as the frequency of votes on executive compensation.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. | ||||||||||||||
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02C8XB03240A
20162019 Annual Meeting Admission Ticket
20162019 Annual Meeting of
Dave & Buster’s Entertainment, Inc. StockholdersShareholders
Thursday, June 16, 2016,13, 2019, 8:30 a.m. LocalCentral Time
Westin O’HareOmni Dallas Hotel
6100 N. River Road, Rosemont, IL 60018555 S. Lamar Street
Dallas, Texas 75202
Upon arrival, please present this admission ticket
and photo identification at the registration desk.
Important notice regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders.Shareholders.
The Proxy Statement and Annual Report on Form 10-K are available at:
www.envisionreports.com/play
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Proxy — Dave & Buster’s Entertainment, Inc.
Notice of 20162019 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting — June 16, 201613, 2019
Brian A. Jenkins and Stephen M. King,Robert W. Edmund, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of StockholdersShareholders of Dave & Buster’s Entertainment, Inc. to be held on June 16, 201613, 2019 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder.shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the Election of Nine Directors, FOR the Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm, and FOR the AmendmentAdvisory Approval of the Certificate of Incorporation of the Company, FOR the advisory approval of executive compensation, FOR the advisory approval of One Year as the frequency of votes on executive compensation.Executive Compensation.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
C | Non-Voting Items |
| Change of Address – Please print new address below. | Comments – Please print your comments below. | Meeting Attendance | ||||||||
| Mark box to the right if you plan to attend the Annual Meeting. | ☐ | |||||||||
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