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3, 2023
You areShareholders:
Central Daylight Time. The Annual Meeting will be conducted solely online via live webcast. You will be able to listen to the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the Annual Meeting. You may access the Annual Meeting by visiting www.meetnow.global/MGLAKC5 on the meeting date at the time described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Please check in early to ensure that you can access the Annual Meeting on your computer or other electronic device. You will find information regarding the matters expected to be addressed at the meeting areAnnual Meeting described in detail in the accompanying Notice of Annual Meeting of StockholdersShareholders and Proxy Statement.
There is no physical location for the Annual Meeting.
Wefor being a shareholder and we look forward to seeing you at the meeting.
Stephen M. King
DAVE & BUSTER’S ENTERTAINMENT, INC.
2481 Mañana Drive
Dallas, TX 75220
DAVE & BUSTER’S ENTERTAINMENT, INC. 1221 S. Belt Line Road, #500 Coppell, Texas 75019 |
SHAREHOLDERS
Shareholders:
When: | 8:30 a.m. Central Daylight Time Thursday June 15, 2023 | Items of Business: •To elect the |
•To ratify the appointment of KPMG LLP as our independent registered public accounting firm for |
fiscal 2023. •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. | ||||||||
Where: | The Annual Meeting will be held virtually. | |||||||
Webpage: | www.meetnow.global/MGLAKC5 | |||||||
Who Can Vote: | ||||||||
Only shareholders of record at the close of business on April 21, 2023, are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof. |
Jay L. Tobin
Senior
General Counsel
Dallas, Texas
May 4, 2016
The Company’s Proxy Statement and Annual Report on Form 10-K are available at http://edocumentview.com/play.
DAVE & BUSTER’S ENTERTAINMENT, INC.
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on June 16, 2016
The Company’s Proxy Statement and Annual Report on Form 10-K are available at http://edocumentview.com/play. |
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DAVE & BUSTER’S ENTERTAINMENT, INC.
2481 Mañana Drive, Dallas, Texas 75220
PROXY STATEMENT
May 4, 2016
$100.3 million, or $2.94 per diluted share in fiscal 2019. 29, 2023 and fiscal 2021 which ended on January 30, 2022: Exchange Commission filings.THE MEETINGThe accompanying proxy is solicitedbehalf 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 at that is provided by our Board of Directors (the “Board of Directors” or the 2016 Annual Meeting“Board”) in more detail throughout the Proxy Statement. This summary does not contain all of Stockholders (the “Annual Meeting”) 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 thisinformation you should consider before voting, and you should read the entire Proxy Statement before casting your vote.Annual Meeting Information Date: Time: Place: The Annual Meeting will be held virtually. Webpage: www.meetnow.global/MGLAKC5 Record Date: April 21, 2023 Dave & Buster’s Entertainment, Inc 1 Shareholders Action Proposals Description Board Voting
RecommendationVotes
RequiredPage
Reference1 Election of Directors FOR each
nomineeMajority 2 Ratification of Appointment of
Independent Registered Public Accounting FirmFOR Majority 3 Advisory Vote on Executive Compensation FOR Majority Information about the Board of Directors at 2022 Fiscal Year End: Independence, Committees and Meetings Director Board of
DirectorsAudit
CommitteeCompensation
CommitteeNominating
and Corporate
Governance
CommitteeFinance
CommitteeJames P. Chambers I C M Hamish A. Dodds I M C Michael J. Griffith I M M I M M CEO Atish Shah I C M COB M Jennifer Storms I M C Number of Meetings in Fiscal 2022 11 7 7 6 7 I – Independent Director LID – Lead Independent Director CEO – Chief Executive Officer COB – Chair of the Board C – Committee Chair M – Committee Member (1) – Ms. Mandel joined the Board on April 18, 2022. (2) – As a non-independent member of the Board, Mr. Morris does not serve on any committees. Mr. Morris joined the Board on June 29, 2022. (3) – Mr. Sheehan is our independent Chair of the Board. Dave & Buster’s Entertainment, Inc 2 Board Skills and Core Competencies of Current Board Members: accompanying proxy on or about May 4, 2016,chart below:Dave & Buster’s Entertainment, Inc 3 Board Diversity Matrix (As of April 18, 2022) Board Size: Total # of Directors 8 Gender: Male Female Non-Binary Undisclosed # based on Gender Identity 6 2 – – # of Directors who identify in any of the categories below: African American or Black 1 – – – Alaskan Native or American Indian – – – – Asian 1 – – – Hispanic or Latinx – – – – Native Hawaiian or Pacific Islander – – – – White 4 2 – – Two or More Races or Ethnicities – – – – LGBTQ+ 1 Undisclosed – Corporate Governance Highlights: our website at www.daveandbusters.com,maintaining strong corporate governance practices that promote and mailed notice on or about May 4, 2016 to all stockholders entitled to vote atprotect the Annual Meeting.Voting Rights, Quorum and Required VoteOnly holders of recordlong-term interests of our common stock at the close of business on April 22, 2016, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 15, 2016, we had 41,735,327 million shares of common stock outstanding and entitled to vote. Holders of the Company’s common stock are entitled 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 SharesIf 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 proceduresshareholders. Our practices are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructionsprovide effective oversight and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting viamanagement of our Company as well as meet our regulatory and NASDAQ requirements, including the telephonefollowing:Fiscal 2022 Business Performance Highlights: Internet should understand that there may be costs associated$2.79 per diluted share, in fiscal 2022 compared with telephonicnet income of $108.6 million, or electronic access, such as usage charges from telephone companies$2.21 per diluted share, in fiscal 2021 and Internet access providers, which must be borne by the stockholder.Expensesnet income of SolicitationexpensesCompany completed its acquisition of soliciting proxies to be voted at the Annual Meeting will be paid by the Company. Following the original distributionMain Event on June 29, 2022. The Company successfully achieved implementation of the proxiesactivities for its forecasted $25 million annual synergy target previously disclosed and other soliciting materials,continues to identify opportunities in excess of that target.Dave & Buster’s Entertainment, Inc 4 Fiscal 2022 Executive Compensation Highlights and Key Practices: and/or its directors, officers or employees (for no additional compensation) may also solicit proxiesand our shareholders' interests. The grants have shareholder-friendly provisions of long-term 5-year vesting terms, payout dependent on stock appreciation, stretch stock price performance goals, and a company match opportunity to encourage stock equity ownership.Fiscal 2022 Corporate Social Responsibility Highlights: person, by telephone, or email. Following the original distributionClass workplace through culture, diversity, policy and benefits.the proxiesBest Employers for Diversity (2022) continuing our recognition from 2021 where we were named to Forbes' list of America’s Best Large Employers, and other soliciting materials, we will request that banks, brokers and other nominees distribute the proxy and other soliciting materials to personsBest Employers for whom they hold sharesWomen.common stock and request authorityAmerica's Greatest Workplaces 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 ProxiesAny person submittingWomen (2023) with 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 AddressWe 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 opt4.5 star equality score out of householding5 stars.receive multiple copiesgovernance (ESG) practices. To this end, we:Dave & Buster’s Entertainment, Inc 5 TheFollowing the election of directors, the Company’s Board of Directors is presentlywill be comprised of eleveneight (8) 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.Board.The nameseight (8) 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) Membereach nominee.James P. Chambers SeaWorld Entertainment, Inc. Great Wolf Resorts, Inc. Principal Maritime Tankers Corp. Principal Chemical Carriers, LLC Dave & Buster’s Entertainment, Inc 6 (4)Hamish A. Dodds Michael J. Griffith CommitteeAmusements/Gaming, Operations, EntertainmentCentral Garden & Pet Company (5) ChairDave & Buster’s Entertainment, Inc 7 (7)Gail Mandel CommitteeHospitality, GovernanceMichael 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 Divisionfrom 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 restaurantsworldwide, 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 itsVehicle 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.Sabre Corporation Dave & Buster’s Entertainment, Inc 8 Chris Morris Dave & Buster’s Entertainment, Inc 9 Atish Shah Dave & Buster’s Entertainment, Inc 10 Kevin M. Sheehan Gannett Co., Inc. Dave & Buster’s Entertainment, Inc 11 Jennifer Storms Dave & Buster’s Entertainment, Inc 12 , to be the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2017,2023 and recommends that the stockholdersshareholders vote for ratification for suchthis 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 year2023 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 FeesAudit and Related Fees the 2014 fiscal year which ended on February 1, 2015 and the 2015 fiscal year2022 which ended on January 31, 2016: 2015 2014 Audit Fee(1) $948 $620 Audit-Related Fees(2) - $24 Tax Fees - - Total $948 $644 Fiscal 2022 Fiscal 2021 $ 1,470 $ 1,080 Audit-Related Fees — — Tax Fees — — Total $ 1,470 $ 1,080 (fiscal year 2015 only), implementation of accounting pronouncements,and assistance with SEC filings,Securities 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.service-specificservice- specific fee estimates and seek pre-approval of all audit, audit-related, tax and other services prior to the performance of any such services. Individual engagements anticipated to exceed the pre-approved thresholds must be separately approved by the Audit Committee. For both fiscal 20152022 and 2014,2021, the Audit Committee pre-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 13 TO AMEND OUR SECOND AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION TO ALLOW REMOVAL OFDIRECTORS WITH OR WITHOUT CAUSE BY VOTE OF AMAJORITY OF STOCKHOLDERSOur 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
The Board of Directors recommends an advisory vote FOR the approval of our executive compensation. |
Dave & Buster’s Entertainment, Inc | 14 |
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.
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
Composition and Board Independence |
Corporate Governance
Act, and that each member of the Compensation Committee, Messers. Chambers and Griffith, and Ms. Storms, satisfies the independence requirements for members of a compensation committee under the applicable rules of NASDAQ.
Corporate Governance |
corporate-governance
.has engaged FW Cook as its independent compensation consultant.
chair for each committee of the Board of Directors, reviews and recommends to the Board matters regarding CEO succession plans, provides oversight concerning the Company’s corporate responsibility and sustainability efforts, 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.
In February 2016, we established aheld six meetings during fiscal 2022.
Dave & Buster’s Entertainment, Inc | 15 |
fiscal 2022.
The Board’s Role in Risk Oversight |
The Audit Committee also has oversight of the Company’s information security matters and is provided regular comprehensive updates by Company management at least annually on the Company’s information security status, including the results of annual SOX and Payment Card Industry Data Security Standard audits, our voluntary benchmarking to NIST Cybersecurity Framework, independent third party assessments of our cyber environment and our annual team member awareness training. During fiscal 2022, the Company did not report any security breaches.
Succession Planning |
Board of Directors Leadership Structure |
Director Compensation |
Dave & Buster’s Entertainment, Inc | 16 |
DIRECTOR COMPENSATION TABLE | |||||||||||||||||
NAME(1) | FEES EARNED ($)(2) | STOCK UNIT AWARDS ($)(3) | TOTAL ($) | ||||||||||||||
James P. Chambers (2) | $ | 105,000 | $ | 139,981 | $ | 244,981 | |||||||||||
Hamish A. Dodds | $ | 105,000 | $ | 139,981 | $ | 244,981 | |||||||||||
Michael J. Griffith | $ | 128,093 | $ | 139,981 | $ | 268,074 | |||||||||||
Gail Mandel (4) | $ | 74,904 | $ | 110,353 | $ | 185,257 | |||||||||||
Patricia H. Mueller (5) | $ | 38,942 | $ | 52,672 | $ | 91,614 | |||||||||||
Atish Shah | $ | 110,000 | $ | 139,981 | $ | 249,981 | |||||||||||
Kevin M. Sheehan (6) | $ | 124,945 | $ | 76,793 | $ | 201,738 | |||||||||||
Jennifer Storms | $ | 105,000 | $ | 139,981 | $ | 244,981 |
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 |
(4)Ms. Mandel was appointed to the Board on April 18, 2022. (5)Ms. Mueller completed her term on June 15, 2022 and did not stand for re-election. (6)Mr. Sheehan’s compensation as a director is for his service as an independent director following the end of his term as Interim CEO role on June 29, 2022. During his term as Interim CEO, Mr. Sheehan did not receive any additional compensation for service on our Board of Directors other than reimbursement for out-of-pocket expenses incurred with rendering of such service. Mr. Sheehan’s compensation as our Interim CEO is reflected in the Summary Compensation Table of this Proxy Statement.
Directors Outstanding Equity Awards at 2022 Fiscal Year End
(1)Messrs. Chambers, Dodds and Shah and Ms. Mandel do not hold any stock options. (2)Mr. Sheehan served as an independent director for the remainder of fiscal 2022 following the end of his term as Interim CEO on June 29, 2022. His equity awards he received as a director after his transition from Interim CEO are listed in this table. Also included are his stock option awards he previously received as a director before his appointment as Interim CEO. Any equity awards Mr. Sheehan received while serving as Interim CEO are listed in theGrants of Plan-Based Awards in Fiscal 2022and Outstanding Equity Awards at Fiscal Year End 2022 tables elsewhere in this Proxy Statement. In addition to reimbursement for out-of-pocket expenses incurred in connection with their Board service, Fiscal 2023 Annual Director Compensation
(1)Actual # of (2)Lead Independent Director Fee is paid to the independent Chair of All cash fees are paid in quarterly installments, and the equity grant is made in the first quarter of each year. The Compensation
The Company has a stock ownership requirement for non-employee directors to align the interests of its non- employee directors with the interests of the shareholders and to further promote the Company’s commitment to sound corporate governance. Under this requirement, a non-employee director must own shares of the Company’s stock with a fair market value equal to five (5) times the director’s annual cash retainer. Each non-employee director has five (5) years from the date of initial appointment or election to the Board to meet this requirement. If at time of measurement, a director is not in compliance with this guideline, the director is
prohibited from selling 50% of any new equity award issued to them (net of taxes) until such time as they come into compliance. Mr. Morris, as an employee director, is governed by the stock ownership guidelines for executive officers. These guidelines are detailed under Stock Ownership Guidelineselsewhere in the
this Proxy Statement .
The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by
Shareholders may also propose director nominees by adhering to the advance notice procedure described under
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
The Nominating and Corporate Governance Committee conducted an evaluation and assessment of
The Code of Business Conduct and Ethics applies to our directors, officers and other employees and is available on our website at http://ir.daveandbusters.com/
corporate-governance .
During 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.
If
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
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)
*Less than 1%.
(1)Based on information contained in Schedule 13D/A dated December 28,2022, filed on December 30, 2022. The Schedule 13D/A reported that Hill Path Capital Partners LP (“HPCP”), Hill Path Capital Partners II LP (“HCCP-II”), Hill Path Capital Co-Investment Partners LP (“HPCCP”), Hill Path D Fund LP, Hill Path G Fund LP, Hill Path J Fund LP, Hill Path Capital Partners GP LLC, Hill Path Capital Partners II GP LLC, Hill Path Investment Holdings LLC, Hill Path Investment Holdings II LLC, Hill Path Capital LP, Hill Path Holdings LLC, and Scott I. Ross are collectively the “HP Reporting Persons” thereunder. The HP Reporting Persons owned and had sole voting and dispositive power over 7,119,255 shares of common stock, including 2,095,246 shares of common stock held directly by HPCP, 2,869,527 shares of common stock held directly by HPCP-II, and 53,231 shares of common stock held by HPCCP, and no shared voting or dispositive power over shares of common stock. (2)Based on information contained in Schedule 13G/A dated December 31, 2022, filed on January 26, 2023. The Schedule 13G/A reported that BlackRock, Inc. owned and had sole dispositive power over 6,722,580 shares of common stock and had sole voting power over 6,319,946 shares of common stock. (3)Based on information contained in Schedule 13G/A dated December 30, 2022, filed on February 9, 2023. The Schedule 13G/ A reported that The Vanguard Group owned and had sole dispositive power over 4,651,402 shares of common stock, sole voting power over no shares of common stock, shared voting power over 56,386 shares of common stock and shared dispositive power over 90,344 shares of common stock. (4)Based on information contained in Schedule 13G dated December 31, 2022, filed on February 8, 2022. The Schedule 13G reported that American Century Investment Management, Inc., owned and had sole dispositive power over 2,219,510 and sole voting power over 2,509,485 shares of common stock. (5)Shares reflected in the table include 36,277 shares owned by Mr. Griffith and 17,948 shares owned by The 2014 Griffith Family Trust dated October 20, 2014 (the “Family Trust”). Currently, Mr. Griffith has sole voting and investment power over all of the shares owned by the Family Trust. Shares reflected in the table also include 9,748 shares issuable pursuant to outstanding stock options held by Mr. Griffith, all of which are fully vested. (6)Shares reflected in the table include 3,197 shares issuable pursuant to outstanding stock options held by Mr. Morris that are exercisable within 60 days of April 5, 2023. (7)Shares reflected in the table include 9,748 shares issuable pursuant to outstanding stock options held by Mr. Sheehan, all of which are fully vested. (8)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. (9)In addition to Mr. Morris who also serves as a director. (10)Shares reflected in the table include 1,066 shares issuable pursuant to outstanding stock options held by Mr. Bautista that are exercisable within 60 days of April 5, 2023. (11)Shares reflected in the table include 88,413 shares issuable pursuant to outstanding stock options held by Mr. Mulleady that are exercisable within 60 days of April 5, 2023. (12)Shares reflected in the table include 1,599 shares issuable pursuant to outstanding stock options held by Mr. Quartieri that are exercisable within 60 days of April 5, 2023. (13)Shares reflected in the table include 714 shares issuable pursuant to outstanding stock options held by Mr. Wehner that are exercisable within 60 days of April 5, 2023. (14)Shares reflected in the table include a total of 221,882 shares issuable pursuant to outstanding stock options held by our Executive Officers and Directors as a group that are exercisable within 60 days of April 5, 2023.
EXECUTIVE OFFICERS We are furnishing below certain biographical information about our executive officers.
EXECUTIVE COMPENSATION
This section describes our compensation program for our named executive officers (“NEOs”) for fiscal were: •Kevin M. Sheehan – Interim Chief Executive Officer •Chris Morris - Chief Executive Officer •Michael Quartieri – Chief Financial Officer •Antonio Bautista – Chief International Development Officer •John B. Mulleady – Chief Development Officer •Tony Wehner – Chief Operating Officer Business, Strategy and Performance Highlights for Fiscal 2022 Please see the highlights for fiscal 2022 set forth on pages 4-5 of the Summary section of this Proxy Statement. CEO Transition Upon the closing of the acquisition of Main Event on June 29, 2022, Mr. Chris Morris assumed the role of CEO and Mr. Sheehan completed his term as Interim CEO and continued in his capacity as Chair of the Board. Compensation Executive Compensation Programs Our executive compensation philosophy is based upon three core values:pay for performance, market-competitive pay and sustained Pay for Performance—This ensures that we align the interests of senior executives with the interests of our creation. Market-Competitive Pay—
Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as 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
Sustained
are stock options, time-based restricted stock units and performance-based stock units (in the recent past, market based performance stock units have been used as well). The Compensation Committee determines annually the appropriate use and weighting of each vehicle. 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 and the assessment of the right pay for performance In sum, this philosophy
Compensation Practices The following list summarizes executive compensation practices that we have
Shareholder Say-on-Pay Vote for 2022 and Compensation Actions Taken Our investors were supportive of these pay actions as evidenced by the 92% vote in support of our Say-on-Pay resolution. Shareholders also approved with a 93% favorable vote for continuing the frequency of Say-on-Pay resolutions on an annual basis. The positive result of these votes is one of the many factors our Compensation Committee considers in evaluating our executive compensation program. Procedures for Determining 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 typically 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 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. Annually, the Compensation Committee
FW Cook had no other direct business relationship with the Company
Committee. Pay for Performance Alignment
Typically, we work to leverage our executive compensation structure In evaluating whether the compensation programs appropriately link each executive officer’s compensation to Our fiscal 2022 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. In doing so, we took steps to further shift compensation for our CEO and NEOs to variable, long-term compensation and strengthen the alignment between compensation and our shareholder's long-term interests. Long term incentives constituted the largest portion of the target direct compensation
Elements of Compensation Base Salary 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
(1)Mr. Sheehan completed his term as Interim CEO role on June 29, 2022. (2)Mr. Morris joined the (3)Effective May 2, 2022, the Company eliminated the $25,000 annual cash perquisite allowance for NEOs. As a result, the base salaries of Messrs. Bautista, Mulleady and
Annual Incentive Awards The Executive Incentive Plan created under the 2014 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 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.
Under each executive officer’s employment agreement
(1)Mr. Sheehan completed his term as Interim CEO on June 29, 2022; his participation in the 2022 Executive Incentive Plan was prorated based on his time as Interim CEO in fiscal 2022. (2)Messrs. Morris and Under the Executive Incentive Upon the completion of the acquisition of Main Event, the Committee implemented an updated Executive Incentive
results on overall full-year result, the Committee determined that bonuses for Dave & Buster’s officers who were
Adjusted EBITDA for Dave & Buster's prorated for the remainder of fiscal 2022 following the acquisition of Main Event and (ii) the portion of the bonus related to the actual Adjusted EBITDA for Main Event for the remainder of fiscal 2022 following the acquisition of Main Event.
(1)Dollar amounts are represented in millions.
(1)Dollar amounts are represented in millions. At the close of the performance period, the Compensation Committee determined the bonuses for the executive officers, including the NEOs, following the
(2)Messrs. Morris and $320,000, respectively. 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 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
ROIC”).The
For a NEO, including our CEO, who joined the Company after the annual grants in April were awarded, the NEO received annual grants under the same terms and conditions as made to the other executive officers earlier in the year, described in the preceding paragraph, but with the amount of the award prorated based on the number of days remaining in the fiscal year that the NEO joined the Company. 5-Year Long-Term and Performance Grants. Upon his joining the Company as CEO on June 29, 2022, per his offer letter with the Company, Mr. Morris received a CEO compensation package that included certain 5-year long-term and performance grants ("CEO 5-year Grants"); details of the grants are set out in the table below. These CEO 5-year Grants, along with Mr. Morris’ prorated annual LTI awards that were also granted on June 29, 2022, represent Mr. Morris’ entire equity compensation package for fiscal 2022. These CEO 5-year Grants will not fully vest until five years after grant and require significant, sustained increase in the stock price to realize the value. For fiscal 2023, Mr. Morris’ equity awards will be limited to his annual LTI grants that were awarded in April 2023. In an effort to enhance his equity holdings in the Company as the new CEO, Mr. Morris made a personal investment of $1 million in Company stock, which the Company matched with 29,612 stock options as part of the CEO 5-year Grants. To further align Mr. Morris with shareholders, the PSUs as part of the CEO 5-year Grants require exceptionally strong stock price performance to achieve a payout. At grant, the Company’s stock price was $33.77. For Mr. Morris to receive a payout for his grants of PSUs with 200% and 300% goals, respectively, the Company stock price must be at least $67.54 and $101.31, respectively, for a sustained period of time. There is no opportunity to earn a portion of either PSU grant for below-target results. Successful attainment of these goals would translate to a very strong return for our shareholders. After the acquisition of Main Event, the Committee also made 5-year long-term and performance grants to our non-CEO officers, including the NEOs, on October 7, 2022. In determining to make these 5-year long-term and performance grants ("Officer 5-year Grants"), the Committee considered the need to further focus, align, and retain our executive officer team, who are critical to the long-term execution of our new business strategy of our recently combined Company. By granting these equity awards with the same performance goals and long-term vesting provisions as the CEO’s 5-year Grants, it ensures that the other executive officers are aligned with the CEO’s long-term vision of the Company. Further, the Committee designed these Officer 5-year Grants, similar to the CEO’s 5-year Grants, to strengthen the alignment between the Company’s executive officers and shareholders. Shareholder-friendly provisions include long-term 5-year vesting terms, payout dependent on stock appreciation, stretch stock price performance goals, and a company match opportunity to encourage stock equity holdings. As with the CEO 5-year Grants, a substantial portion of these Officer 5-year Grants require a significant, sustained increase in share price to vest, and there is no opportunity to earn a portion of either PSU grant for below-target results. A breakdown of the CEO and Officer 5-year Grants is shown in the table below:
The intention of the company matching stock options was to enhance equity holdings for those non-CEO executive officers who due to their short tenure at the Company did not have much Company stock ownership. Due to the acquisition of Main Event and recent changes to the executive leadership team, a large number of our executive officers had less than a year tenure at the Company, and at the time of grant, had a limited equity holding in the Company. With the company match stock options, executive officers could make a personal investment in the Company and the Company would provide equivalent “matching” value in stock options. This investment would provide meaningful equity ownership for these executive officers. The Committee granted the company match stock options at the maximum amount of stock options. The non-CEO executive officer would forfeit an amount of the stock options proportionate to any shortfall from his or her maximum amount. If such executive officer did not purchase the minimum threshold value, all the stock options were forfeited. As noted above, the intention of these company match stock options was to enhance executive officers’ equity holdings in the Company, especially with our new executive officers. For our non-CEO NEOs, Messrs. Quartieri and Wehner purchased an amount of Company stock to retain 100% of the company match stock options; Mr. Bautista purchased an amount of Company stock to retain the minimum amount, and given his existing large equity holdings in the Company, Mr. Mulleady did not make any purchases to retain any of the company match stock options. Other Benefits Retirement Benefits. Our employees, including our NEOs, are eligible to participate in the 401(k)
Other Benefits. The Company eliminated cash perquisite allowances to its NEOs in fiscal 2022. We do offer our NEOs
less than below. 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 below. Deductibility of
We consider objectives such as attracting, retaining and motivating leaders when we design our executive compensation CEO Pay Ratio The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation in fiscal 2022 to our median employee. Stock Ownership Guidelines for Officers Our ownership guidelines were established
Equity counted toward the ownership requirement includes stock ownership, If at time of measurement, a senior executive officer is not in compliance with this guideline, such officer is prohibited from selling 50% of any new equity award issued to them (net of taxes) until such time as they come into compliance.
Clawback Policy
The Company has adopted a clawback Risk Assessment Disclosure 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
2022 Summary Compensation Table The following table sets forth information concerning all compensation that we paid or accrued during fiscal
(1)The following salary deferrals were made under the SERP in fiscal 2022: Mr. Morris $10,038 and Mr. Wehner $1,108. (2)Amounts in this column includes the aggregate grant date fair value of performance RSUs calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of valuation of RSUs in fiscal 2022 appears in Note 8: Stockholders’ Equity, Share-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K. The grant date fair value for performance RSUs is reported based upon the probable outcome of the performance conditions on the grant date in accordance with SEC rules. The aggregate value of the PSUs granted in fiscal 2022, assuming achievement of the maximum performance level of 200% for the 2022 PSU grant and 100% for the CEO/Officer 5-Year Grant PSUs, and based on the Company’s stock price on the date the grant was approved, would have been: Mr. Morris:$4,735,871; Mr. Quartieri: $2,614,130; Mr. Mulleady: $2,102,852; Mr. Bautista:$1,984,340; and Mr. Wehner: $1,747,589. (3)No options were granted to our NEOs in fiscal 2021 and 2020. Amounts in this column for fiscal 2022 grants reflect the aggregate grant date fair value of options calculated in accordance with ASC 718. The amounts shown represent the fair market value at grant date of equity granted to NEO’s in each fiscal year presented pursuant to ASC Topic 718. These amounts do not include any reduction in value for the possibility of forfeiture. Stock awards for each fiscal year includes awards subject to performance conditions that were valued based on the probability that performance targets will be achieved. (4)Amounts in this column for 2022 reflect the annual incentive earned for fiscal 2022 under the Executive Incentive Plan. Amounts in this column for 2021 reflect the annual incentive earned for fiscal 2021 under the Executive Incentive Plan and no cash earned for the cash portion of the Long-Term Incentive Plan awarded to each NEO in 2019. Amounts in this column for 2020 reflect that no annual incentive was earned for fiscal 2020 under the Executive Incentive Plan and no cash earned for the cash portion of the Long-Term Incentive Plan awarded to each NEO.
(5)The following table sets forth the components of “All Other Compensation” for fiscal 2022:
(a)Amounts include cash perquisite allowances paid. Such allowances were eliminated effective May 2, 2022. (b)Amounts include Company contributions to the 401(k) and SERP that were based on the Company’s contributions to the 401(k) plan and SERP made during fiscal 2022. (6)Mr. Sheehan was completed his term as Interim CEO on June 29, 2022. (7)Mr. Mulleady was promoted to SVP and Chief Development Officer on July 31, 2022. (8)Mr. Bautista was promoted to SVP and Chief International Development Officer on July 31, 2022. (9)Mr. Wehner joined the Company on June 29, 2022 and was promoted to SVP and Chief Operating Officer on July 31, 2022.
The following table shows the grants of plan-based awards to the named executive officers in fiscal
(1)The shares shown reflect an award of RSUs for Mr. Sheehan's service as Interim CEO. (2)The shares shown reflect an award of RSUs for Mr. Sheehan's continued service as Chair of the Board following the end of Mr. Sheehan's term as Interim CEO. (3)The shares shown reflect an award of PSUs, RSUs and options, as applicable, in accordance with the 2022 Long-Term Incentive Plan. The shares shown in the “Threshold” column reflect the minimum payment level under the Company’s PSU component of the 2022 Long-Term Incentive Plan. The minimum award level is 0% of target ("Target") and the maximum award is 200% of target (“Maximum”). Threshold is represented with the minimum possible payout. (4)The shares shown reflect an award of PSUs, RSUs and options, as applicable, in accordance with the CEO 5-year Grants or Officer 5-year Grants, as applicable (collectively, the "Grants"). The shares shown in the “Threshold” column reflect the minimum payment level under the Company’s PSU component of the Grants. The minimum award level is 0% of target ("Target") and the maximum award is 100% of target (“Maximum”). Threshold is represented with the minimum possible payout. Mr. Morris received his CEO 5-year Grants on June 29, 2022, the day he started with the Company. Messrs. Quartieri, Bautista, Mulleady, and Wehner received their Officer 5-year Grants on October 7, 2022 following the Compensation Committee approval to make the Officer 5-year Grants to all officers of the Company. (5)This stock option grant required a purchase of a certain dollar amount of Company stock in order to retain all or a portion of the options. The options shown reflect the amount of options retained as a result of qualifying purchases by Messrs. Morris, Quartieri, Bautista, and Wehner. Mr. Mulleady elected not to meet the stock purchase condition for this option grant and forfeited the grant prior to the end of the fiscal 2022.
(1)The market value is equal to number of shares underlying the units, multiplied by the closing market price of the Company’s common stock on Friday, January 27, 2023, the last trading day of the Company’s fiscal year (being $41.60). (2)The market value is equal to number of shares underlying the units based on achieving certain performance goals, multiplied by the closing market price of the Company’s common stock on Friday, January 27, 2023, the last trading day of the Company’s fiscal year (being $41.60). (3)These options represent vested options granted under the 2014 Stock Incentive Plan; these options were granted to Mr. Sheehan as part of his compensation as an independent Director prior to his appointment as Interim CEO. (4)These options represent vested options granted under the 2014 Stock Incentive Plan. (5)These options represent unvested options granted under the 2014 Stock Incentive Plan. Vesting of these options are as noted below. (a) These options vest in three equal installments commencing on 4/18/2023. (b) These options vest in five equal installments commencing on the first anniversary of the grant date. (c) These options vest in five equal installments commencing on 12/8/2023. (d) These options vest in five equal installments commencing on 4/13/2024. (e) These options vest in five equal installments commencing on 10/14/2023. (6)This grant represents time-based restricted stock units under the 2014 Stock Incentive Plan (“RSUs”) to Mr. Sheehan for continuing in his capacity as non-employee Chair of the Board. 100% of the RSUs vest on 4/18/2023. (7)This grant represents RSUs under the 2022 Long-Term Incentive Plan ("2022 LTIP") granted on 4/18/2022. These RSUs vest in three equal installments on 4/18/2023, 4/18/2024 and 4/18/2025.
(8)This grant represents RSUs under the 2022 LTIP granted on 6/29/2022. These RSUs vest in three equal installments on 4/18/2023, 4/18/2024 and 4/18/2025. (9)This grant represents RSUs under the CEO 5-year performance grant made on 6/29/2022. These RSUs vest in five equal installments on 6/29/2023, 6/29/2024, 6/29/2025, 6/29/2026, and 6/29/2027. (10)This grant represents RSUs under the Officer 5-year Grants made on 10/7/2022. These RSUs vest in five equal installments on 10/7/2023, 10/7/2024, 10/7/2025, 10/7/2026, and 10/7/2027. (11)This grant represents RSUs to Mr. Quartieri in connection with his joining the Company. These RSUs vest in two equal installments on 1/18/2024 and 1/18/2025. (12)This grant represents RSUs under the 2021 Long-Term Incentive Plan (“2021 LTIP”). These RSUs vest in two equal installments on 4/23/2023 and 4/23/2024. (13)This grant represents the earned number of Performance Stock Units ("PSUs") under the 2021 LTIP. These earned PSUs vest in two equal installments on 4/23/2023 and 4/23/2024. (14)This grant represents RSUs under the 2020 Business Recovery and Transformation Plan. These RSUs vest in one final 5/6/2023. (15)This grant represents earned performance-based market stock units (“MSUs”) under the 2020 Business Recovery and Transformation Plan. These earned MSUs vest in one final installment on 5/6/2023. (16)This grant represents the target number of PSUs under the 2022 LTIP. PSUs that are earned under the performance conditions vest 100% on 4/18/2025. (17)This grant represents the target number of PSUs under the CEO 5-year performance grant made on 6/29/2022. PSUs that are earned under the performance conditions (200% stock price) vest 100% on 6/29/2027. (18)This grant represents the target number of PSUs under the CEO 5-year performance grant made on 6/29/2022. PSUs that are earned under the performance conditions (300% stock price) vest 100% on 6/29/2027. (19)This grant represents the target number of PSUs under the Officer 5-year Grants made on 10/7/2022. PSUs that are earned under the performance conditions (200% stock price) vest 100% on 10/7/2027. (20)This grant represents the target number of PSUs under the Officer 5-year Grants made on 10/7/2022. PSUs that are earned under the performance conditions (300% stock price) vest 100% on 10/7/2027. (21)This grant represents the target number of PSUs under the 2022 LTIP. PSUs that are earned under the performance conditions vest 100% on 4/23/2024. (22)This grant represents the target number of MSUs under the 2021 LTIP. MSUs that are earned under the performance conditions vest 100% on 4/23/2024.
(1)The value realized on the exercise of options is equal to the amount per share at
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 a pre-tax basis. The SERP has a variety of investment options similar in type to our 401(k) plan.
equal portions over the first three years a The following table shows contributions to each NEO’s deferred compensation account in
(2)Amounts shown are matching contributions pursuant to the deferred compensation plan. These amounts are included in the “All Other Compensation” column of the 2022 Summary Compensation Table. (3)No amount reported in this column was reported as compensation to the officer in the 2022 Summary Compensation Table in previous years. (4)The portion of these amounts derived from executive contributions made in previous years was included in the “Salary” column of the 2022 Summary Compensation Table in the years when the contributions were made. The portions of these amounts derived from matching contributions made in previous years were included in the “All Other Compensation” column of the 2022 Summary Compensation Table in the years when the executive contributions were made.
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs for each fiscal year, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year, as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation information in the Summary Compensation Table. For our NEOs other than our principal executive officer (“PEO”), compensation is reported as an average.
(1) For each fiscal year, represents the amount reported for our CEO and average amount reported for our non-CEO NEOs from the Total column of the 2022 Summary Compensation Table ("SCT"). Our NEOs for each fiscal year presented above is as follows:
(2) In accordance with SEC rules, the following adjustments were made to determine the “compensation actually paid” ("CAP") to each person who served as our PEO during fiscal years 2022, 2021, and 2020, which consisted solely of adjustments to the PEOs’ equity awards
In accordance with SEC rules, the following adjustments were made to determine the “compensation actually paid” on average to our non-PEO NEOs during fiscal years 2022, 2021, and 2020, which consisted solely of adjustments to the non-PEO NEOs’ equity awards:
(3) For the relevant fiscal year, represents the cumulative total shareholder return ("TSR") of the S&P 600 Hotels Restaurants and Leisure index ("Peer Group"), of which our stock was a member during fiscal 2022, assuming an initial investment of $100 at the beginning of the first period presented (Fiscal 2020). (4) Adjusted EBITDA is a non-GAAP financial measure. See our Annual Report on Form 10-K for a reconciliation of Net Income to Adjusted EBITDA. Pay vs. Performance Financial Measures A significant portion of our named executive officers’ compensation consists of equity awards. We believe the financial performance measures shown below, all of which are performance objectives used in our executive compensation program, were the most important in linking compensation actually paid to our NEOs for 2022. •TSR/Company Share Price •Adjusted EBITDA •Enterprise ROIC
Compensation Actually Paid Versus Company TSR and Peer Group TSR The following graph reflects the relationship between PEO and average Non-PEO NEO compensation actually paid versus the Company's cumulative TSR and the Company's Peer Group TSR, assuming an initial investment of $100, for fiscal years 2020, 2021 and 2022: Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA The following graph reflects the relationship between PEO and average Non-PEO NEO compensation actually paid versus the Company's net income (loss) and Adjusted EBITDA for fiscal years 2020, 2021 and 2022:
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-competition provision and a two-year non-solicitation and non-hire provision. The employment agreement for each NEO provides for an initial term of one year, subject to automatic one-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
The following is a discussion of the rights of the NEOs under
Payments pursuant to 2014 Stock Incentive Plan
The following
Stock Options
(1)Retirement is
(2)Change in control is defined as termination
Performance Based RSUs and Cash, RSUs & MSUs
(1)Details for grants prior to fiscal 2021 are omitted as the only remaining RSU's & MSUs were granted on May 6, 2020 and the final tranche of such grants will be (2)Retirement is defined as termination (3)Change in control is defined as termination (4)The PSUs granted as part of the CEO 5-year Grants and Officer 5-year Grants vest only if the share price on the date of change in control is equal to or greater than the required achievement price and then are paid out in three annual installments of 25%. 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; 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. account as more particularly described above under 2022 Non-Qualified Deferred Compensation.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 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. 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 – No Change in Control. 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 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
Information concerning the potential payments upon a termination of employment or change of control is set forth in tabular form below for each current 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
(1)Messrs. Sheehan and Mulleady are eligible for retirement and Messrs. Morris, Quartieri, Bautista and Wehner are not eligible for retirement. (2)Under the terms of their employment agreements, a change-in-control event is not specifically called out; as such any termination following a change-in-control will be evaluated of under the other termination scenarios (e.g. involuntary without cause, good reason). (3)Equity is comprised of outstanding stock awards and stock options. See the Outstanding Standing Equity Awards at Fiscal Year-End 2022 table above for details on each of the stock awards and options for each of the above persons. Equity values are the gross proceeds as if the equity was sold on the last business day of the fiscal year at the closing price ($41.60) without any deduction for taxes withheld; and where equity is based on future actual performance, target performance is assumed. (4)Messrs. Morris and Wehner's deferred compensation is outlined under 2022 Non-Qualified Deferred Compensation. (5)If termination with cause is for any reason other than theft, conviction or plea of felony, or any other reckless or willful misconduct materially and adversely affecting the Company’s reputation, the employee will receive payment of any earned, but unpaid annual bonuses from the previous fiscal year.
The following table sets forth information concerning the shares of common stock that may be issued upon exercise of options under the
TRANSACTIONS WITH RELATED PERSONS We have a Related Party Transaction Policy that provides 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 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 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 In fiscal 2022, the Company and its officers and directors did not engage in
REPORT OF THE AUDIT COMMITTEE 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 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 of non-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 Form 10-K.
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. SHAREHOLDER PROPOSALS Shareholder proposals, including director
In addition, to properly bring any shareholders proposals, including director nominees, at the Company’s 2024 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 OTHER BUSINESS 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
DAVE & BUSTER’S ENTERTAINMENT, INC. PROXY STATEMENT FAQ’S ABOUTTHE MEETINGAND VOTING
Our Board of Directors is soliciting this proxy for use at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 15, 2023, at 8:30 a.m. Central Daylight Time. We posted this Proxy Statement and the accompanying proxy on or about May 3, 2023, to our website at www.daveandbusters.com, and mailed notice on or about May 3, 2023 to all shareholders entitled to vote at the Annual Meeting.
Based on the success we had in holding the 2020 and 2021 Annual Meetings of Shareholders, the Board determined to continue that practice. In doing so, we are able to take advantage of the latest technology to conduct the Annual Meeting virtually while taking into the consideration the health and safety of our shareholders, board members, management and invited guests to the Annual Meeting. By conducting our Annual Meeting virtually, we also eliminate many of the costs associated with a physical meeting. In addition, we anticipate that a virtual meeting will provide greater accessibility for stockholders, encourage stockholder participation from a broader geographic scope and improve our ability to communicate more effectively with our stockholders during the meeting. We will evaluate the success of the Annual Meeting in considering whether to continue to conduct the meeting virtually in the future.
The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. You will be able to listen to the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MGLAKC5. You also will be able to vote your shares online by joining the Annual Meeting online. To register for and participate in the Annual Meeting, you will need to review the information and instructions included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials, including the control number. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The online meeting will begin promptly at 8:30 a.m. Central Daylight Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. You will need to access the meeting through www.meetnow.global/MGLAKC5. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet and follow the instructions below. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Dave & Buster’s Entertainment, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00
p.m., Eastern Time, on June 9, 2023. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following: By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com By mail: Computershare Dave & Buster’s Entertainment, Inc. Legal Proxy P.O. Box 43001 Providence, RI 02940-3001 The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.
Only holders of record of our common stock at the close of business on April 21, 2023, which is the record date, will be entitled to participate and vote at the Annual Meeting. Guests may listen to the online webcast of the Annual Meeting at www.meetnow.global/MGLAKC5. Guests will not be allowed to vote or submit questions.
Only holders of record of our common stock at the close of business on April 21, 2023, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 21, 2023, we had 46,030,155 shares of common stock outstanding and entitled to vote.
Holders of the Company’s common stock are entitled to one vote for each share held as of the record date, April 21, 2023.
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 outstanding stock entitled to vote at the Annual Meeting, participating online during the meeting 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.
The purpose of the Annual Meeting is to: •Vote on ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2023 Fiscal Year (Page 13); •Cast an advisory vote on executive compensation (Page 14); and
•Conduct any other business properly brought before the meeting or any adjournment or postponement thereof.
–Proposal No. 1 – Election of Directors: The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting, participating online during the meeting or represented by proxy, is required to elect each of the eight (8) nominees for director. Abstentions and broker non-votes will have no effect on Proposal No. 1. –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, participating online during the meeting 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 – 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, participating online during the meeting or represented by proxy. Abstentions will count the same as votes against Proposal No. 3. Broker non-votes will have no effect on Proposal No. 3.
If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote online 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; in the case of the election of directors, and as a vote “for” election to the Board of all nominees presented by the Board.
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 online 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 Chair 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 shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly.
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.
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.
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 15, 2023, (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) participating on-line during the Annual Meeting and voting. 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 online during the Annual Meeting.
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,
request information about householding.
If you vote over the phone or the internet or properly fill in and return a paper proxy card (if requested), the designated proxies (Chris Morris and Bryan McCrory) 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 eight (8) nominees for director; FOR ratification of KPMG LLP as our independent registered public accounting firm for fiscal 2023; and FOR approval, in an advisory, non-binding vote, of the compensation of our named executive officers.
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.
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 cast by proxy or online during the Annual Meeting.
We will announce general voting results at the Annual Meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days following 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 or follow-up questions, limiting the amount of time for questions, or requiring questions to be submitted in writing.
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 3, 2023. 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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