(2)The amounts shown in this column represent the cash fees earned by and, unless deferred, paid to each director. Pursuant to the Director Deferred Compensation Plan, each non-employee director has the option to defer the distribution of all or a portion of their cash fees. Fees deferred will be distributed upon death or disability of the director or over a period not to exceed five years, as elected by the ~~Company during fiscal 2015~~director, following the date he or she leaves the Board of Directors. Mr. Chambers was the only director to ~~our directors.~~

  NAME ⁽¹⁾
FEES
    EARNED
($) ⁽²⁾

STOCK
    AWARDS
($) ⁽³⁾
   OPTION
    AWARDS
($) ⁽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

~~(1)~~

Messrs. Crandall, King, Mailender and Wolfram were omitted from the Director Compensation Table as they do not receive compensation for service on our Board of Directors other than reimbursement for out-of-pocket expenses incurred in connection with the rendering of such service. Ms. Storms became a member of the Board of Directors during the 2016 fiscal year.

~~(2)~~

Reflects the annual stipend received for service on the Board of Directors, service as chair of a Board of Directors committee, and service as Chairman during 2015. Board members are also reimbursed for out-of-pocket expenses incurred in connection with their board service. Such reimbursements are not included in this table. There are no other fees earned for service on the Board of Directors.

~~(3)~~

The amounts shown in this column represent the aggregate grant date fair values of the restricted stock awarded to each of the named non-employee directors (other than Ms. Mueller) on April 9, 2015 and to Ms. Mueller on April 20, 2015. Each share of restricted stock vested one year after the award date. As of January 31, 2016,defer 100% of his 2023 cash fees.

(3)The amounts shown in this column represent the aggregate grant date fair values of the restricted stock units awarded on April 24, 2023. The amounts were calculated based on the closing share price on the day preceding the grant. However, the number of underlying shares were calculated on date of grant approval. Each restricted stock unit vests one year after the award date. As of February 4, 2024, the aggregate number of shares of Company common stock underlying outstanding non-vested restricted stock units for each non-employee director was 3,739; as noted in the Directors Outstanding Equity Awards at 2023 Fiscal Year End table of this Proxy Statement, Mr. Sheehan also has 30,098 outstanding non-vested restricted stock units that he received for his service as Interim CEO of the Company. Pursuant to the Director Deferred Compensation Plan, each non-employee director has the option to defer the distribution of all or a portion of his or her restricted stock unit award. Units deferred will be distributed upon death or disability of the director or over a period not to exceed five years, as elected by the director, following the date he or she leaves the Board of Directors. Messrs. Chambers, Griffith and Sheehan and Ms. Mandel deferred 100% of their 2023 restricted stock unit awards.


Dave & Buster’s Entertainment, Inc. common stock underlying outstanding non-vested restricted stock awards for each non-employee director were: Mr. Griffith – 1,813; Mr. Halkyard – 1,813; Mr. Jones – 1,813; Mr. Lacy – 1,813; Ms. Mueller – 1,734; and Mr. Sheehan – 1,813.Inc			17

~~(4)~~

The amounts shown in this column represent the aggregate grant date fair values of the stock options awarded to each of the named non-employee directors (other than Ms. Mueller) on April 9, 2015 and to Ms. Mueller on April 20, 2015. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 9: Equity-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K.

~~(5)~~

As of January 31, 2016, the aggregate number of shares of Company common stock underlying outstanding option awards for each of the named non-employee directors was: Mr. Griffith – 23,934 vested options and 5,203 unvested options; Mr. Halkyard – 23,934 vested options and 5,203 unvested options; Mr. Jones – 130,051 vested options and 5,203 unvested options; Mr. Lacy – 172,166 vested options and 5,203 unvested options; Ms. Mueller – 5,004 unvested options and Mr. Sheehan – 23,934 vested options and 5,203 unvested options.

Table of Contents

Directors Outstanding Equity Awards at 2023 Fiscal Year End


NAME	Number of Securities Underlying Unvested Stock Awards	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date
James P. Chambers(1)	3,739	—	—	—		n/a
Hamish A. Dodds(1)	3,739	—	—	—		n/a
Michael J. Griffith	3,739	5,203	—	$	31.71	4/9/2025
		4,545		$	39.10	4/7/2026
Gail Mandel(1)	3,739	—	—	—		n/a
Atish Shah(1)	3,739	—	—	—		n/a
Kevin M. Sheehan(2)	33,837	5,203	—	$	31.71	4/9/2025
		4,545		$	39.10	4/7/2026
Jennifer Storms	3,739	4,224	—	$	41.60	4/14/2026

(1)Messrs. Chambers, Dodds and Shah and Ms. Mandel do not hold any stock options.

(2)Mr. Sheehan holds 30,098 unvested restricted stock units granted to him on April 18, 2022 while serving as Interim CEO for the Company in fiscal 2022.

In addition to reimbursement for out-of-pocket expenses incurred in connection with their Board service, ~~Ms. Mueller and Messrs. Griffith, Halkyard, Jones, Lacy and Sheehan received~~our non-employee Board members receive an annual stipend, ~~of $57,500~~chair and committee member fees and equity grant for serving as members of our Board of Directors. ~~Mr. Jones received an additional annual~~The following table sets out the stipend, fees and equity grant for non-employee directors for fiscal 2023:

Fiscal 2023 Annual Director Compensation


Stipend		Equity Grant Value(1)		Board Chair Fee		Lead Independent Director Fee(2)		Audit Committee Chair Fee		Compensation Committee Chair Fee		Finance Committee Chair Fee		Nominating and Corporate Governance Committee Chair Fee		Non-chair Member of any standing Committee Fee
$	75,000	$	130,000	$	75,000	$	50,000	$	25,000	$	20,000	$	20,000	$	20,000	$	10,000

(1)Actual # of ~~$12,500 for serving as~~restricted stock units is determined based on the closing stock price on the day of grant. The equity grant value will increase to $150,000 starting in fiscal 2024.

(2)Lead Independent Director Fee is paid to the independent Chair of ~~our~~the Board, and if the Chair is not independent, then it is paid to the independent director designated as Lead Independent Director.

All cash fees are paid in quarterly installments, and the equity grant is made in the first quarter of each fiscal year. The Compensation Committee. Mr. Lacy received an additional annual stipend of $27,500 for serving as our Chairman. Mr. Sheehan received an additional annual stipend of $17,500 for serving as Chair of our Audit Committee. In connection withCommittee reviews the ~~formation of our Finance Committee, Mr. Halkyard will receive an additional annual stipend of $12,500 for serving as its Chair. Each of Messrs. Griffith, Halkyard, Jones, Lacy and Sheehan~~compensation to non-employee directors on a biennial basis utilizing input from FW Cook. All directors participate in the Dave & Buster’s Entertainment, Inc. ~~2010 Management Incentive Plan (the “2010 Stock Incentive Plan”)~~Amended and ~~the Dave & Buster’s Entertainment, Inc.~~Restated 2014 Omnibus Incentive Plan (the “2014 Stock Incentive Plan”). ~~Ms. Mueller participates~~


Director Stock Ownership Guidelines

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.


Dave & Buster’s Entertainment, Inc			18

Table of Contents

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 ~~2014 Stock Incentive Plan. In addition to the stipends set forth above, the members~~Executive Compensation section of the Board of Directors other than our employees or employees of Oak Hill or the Oak Hill Funds will receive annual stock option grants with a value of approximately $57,500 and annual restricted stock unit grants with a value of approximately $57,500.

~~Policy Regarding Stockholder Recommendations~~

this Proxy Statement.


Policy Regarding Shareholder Recommendations for Director Candidates

The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by ~~stockholders~~shareholders in the same manner it considers other candidates, as described below. ~~Stockholders~~Shareholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing describing the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. Please submit this information to the Corporate Secretary, Dave & Buster’s Entertainment, Inc., ~~2481 Mañana Drive, Dallas,~~1221 S. Belt Line Road, #500, Coppell, Texas ~~75220~~75019 or by email at corporatesecretary@daveandbusters.com.

~~Stockholders~~

Shareholders may also propose director nominees by adhering to the advance notice procedure described under ~~“Stockholder Proposals”~~Shareholder Proposals elsewhere in this Proxy Statement.

~~Director Qualifications~~


Director Qualifications

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 stockholder value; and~~

●

~~Willingness to act in the interest of all stockholders.~~

•demonstrated business acumen and leadership, and high levels of accomplishment;

•ability to exercise sound business judgment and to provide insight and practical wisdom based on experience;

•commitment to understand the Company and its business, industry and strategic objectives;

•integrity and adherence to high personal ethics and values, consistent with our Code of Business Conduct and Ethics;

•ability to read and understand financial statements and other financial information pertaining to the Company;

•commitment to enhancing shareholder value; and

•willingness to act in the long-term interest of all shareholders.

In the context of the Board’s existing composition, other requirements (such as prior CEO experience, restaurant, hospitality, gaming, sports-related marketing and branding, or retail industry experience, or relevant senior level experience in finance, accounting, sales and marketing, organizational development, information technology, or public relations) that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered. The Company values diversity ~~on a Company-wide basis~~ and seeks to achieve a diversity of occupational, demographic and personal backgrounds on the Board ~~but has not adopted a specific policy regarding Board diversity. The~~and the Nominating and Corporate Governance Committee assesses the effectiveness of its diversity efforts ~~at pursuing diversity through~~in connection with its periodic evaluation of the Board’s composition.

~~Code~~


Current Nominations

The Nominating and Corporate Governance Committee conducted an evaluation and assessment of ~~Business Conduct and Ethics and Whistle Blower Policy~~

~~In October 2014,~~all of the current directors for purposes of determining whether to recommend them for nomination for re-election to the Board of ~~Directors adopted a revised Code~~Directors. After reviewing the assessment results, the Nominating and Corporate Governance Committee recommended that Messrs. Chambers, Dodds, Griffith, Morris, Shah, and Sheehan and Mss. Mandel and Storms be nominated for election to the Board of ~~Business Conduct~~Directors. The Board accepted the recommendations and ~~Ethics applicable~~nominated such persons. The Nominating and Corporate Governance Committee did not receive any recommendations from shareholders proposing candidates for election to ~~our directors, officers and other employees.~~ the Board at the Annual Meeting.


Dave & Buster’s Entertainment, Inc			19

Table of Contents


Code of Business Conduct and Ethics and Whistle Blower Policy

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/~~governance.cfm.~~corporate-governance. We intend to post any material amendments or waivers of our Code of Business Conduct and Ethics that apply to our executive officers on this website. In fiscal 2023, we did not post any material amendments to or waivers of the Code of Business Conduct and Ethics on our website. In addition, our ~~revised~~ Whistle Blower Policy ~~(adopted by our Board of Directors in October 2014)~~ is available on our website at http://ir.daveandbusters.com/~~governance.cfm.~~

~~Related Party Transaction Policy~~

In October 2014, the Board of Directors adopted a Related Party Transaction Policy to provide for timely internal review of prospective transactions with related persons, as well as approval or ratification, and appropriate oversight and public disclosure, of such transactions. The Related Party Transaction Policy generally covers transactions with the Company, on the one hand, and a director or executive officer of the Company, a nominee for election as a director of the Company, any security holder of the Company that owns (owns of record or beneficially) five percent or more of any class of the Company’s voting securities and any immediate family member of any of the foregoing persons, on the other hand. The Related Party Transaction Policy exempts certain transactions or arrangements (including, among others, (i) reimbursement or payment of business expenses pursuant to the stockholders’ agreement entered into between us and the Oak Hill Funds and (ii) certain corporate opportunities permitted by our amended and restated certificate of incorporation from its coverage because of their nature, size and/or degree of significance and such exempted transactions are not required to be reported to, reviewed by, and approved or ratified pursuant to the terms of such policy.

The Related Party Transaction Policy supplements the provisions of our Code of Business Conduct and Ethics concerning potential conflict of interest situations, which, pursuant to its terms, provides that unless a written waiver is granted (as explained below), employees may not (a) perform services for or have a financial interest in a private company that is, or may become, a supplier, customer or competitor of us; (b) perform services for or own more than 1% of the equity of a publicly traded company that is, or may become, a supplier, customer or competitor of us or (c) perform outside work or otherwise engage in any outside activity or enterprise that may interfere in any way with job performance or create a conflict with our best interests. Employees are under a continuing obligation to disclose to their supervisors any situation that presents the possibility of a conflict or disparity of interest between the employee and us. An employee’s conflict of interest may only be waived if both the legal department and the employee’s supervisor waive the conflict in writing. An officer’s conflict of interest may only be approved pursuant to the Related Party Transaction Policy.

~~Compensation Committee Interlocks and Insider Participation~~

corporate-governance.


Compensation Committee Interlocks and Insider Participation

During ~~2015,~~fiscal 2023, the members of our Compensation Committee were Mr. Chambers, Mr. Griffith, and Ms. Mueller and Messrs. Griffith, Jones, Lacy, Halkyard and Wolfram. Mr. Jones is a Senior Advisor to the Oak Hill Funds and Mr. Lacy served as a Senior Advisor to the Oak Hill Funds until December 2014. Mr. Wolfram is a partner at Oak Hill. We reimburse the Oak Hill Funds and their affiliates for certain costs and expenses pursuant to the stockholders’ agreement described below under “Transactions with Related Persons—Stockholders’ Agreement.”

Storms. None of our executive officers serve on the compensation committee or board of directors of any other company of which any of the members of our Compensation Committee or any of our directors is an executive officer.

~~Communications with the Board of Directors~~

The Company invites members of the Board of Directors to attend its annual stockholder meeting and requires that they make every effort to attend the Annual Meeting absent an unavoidable and irreconcilable conflict.


Communications with the Board of Directors

If ~~stockholders~~shareholders wish to communicate with the Board of Directors or with an individual director, they may direct such communications in care of the General Counsel, ~~2481 Mañana Drive, Dallas,~~1221 S. Belt Line Road, #500, Coppell, Texas ~~75220.~~75019. The communication must be clearly addressed to the Board of Directors or to a specific director. The Board of Directors has instructed the General Counsel to review and forward any such correspondence to the appropriate person or persons for response.


Dave & Buster’s Entertainment, Inc			20

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the ownership of our common stock by (a) all persons known by us to beneficially own more than 5% of our common stock, (b) each present director, (c) the named executive officers, and (d) all executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on ~~41,735,327~~40,309,156 shares of our common stock outstanding as of April ~~22, 2016,~~3, 2024, unless otherwise indicated in the footnotes below. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April ~~22, 2016~~3, 2024 to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. Unless otherwise noted, the address of each beneficial owner is c/o Dave & Buster’s Entertainment, Inc., ~~2481 Mañana Drive, Dallas,~~1221 S. Belt Line Road, #500, Coppell, Texas ~~75220.~~

Name of Beneficial Owner Number of Shares of Common
Stock Beneficially Owned as of
April 22, 2016
  Percent
  5% Stockholders
FMR LLC
82 Devonshire St., Boston,
MA 02109⁽¹⁾
  5,201,287   12.5%
Oak Hill Capital Partners III, L.P.⁽²⁾
  3,866,381   9.3%
Oak Hill Capital Management Partners III, L.P.⁽²⁾
  126,981     .3%
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104⁽³⁾
  3,047,802   7.3%
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105⁽⁴⁾
  2,462,628   5.9%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355⁽⁵⁾
  2,186,671   5.2%
  Directors
Stephen M. King⁽⁶⁾
  572,207   1.4%
J. Taylor Crandall
  -     -
Michael J. Griffith⁽⁷⁾
  50,368   *
Jonathan S. Halkyard⁽⁸⁾
  55,543   *
David A. Jones⁽⁹⁾
  130,323   *
Alan J. Lacy⁽¹⁰⁾
  349,390   *
Kevin M. Mailender
  -     -
Patricia H. Mueller⁽¹¹⁾
  8,208   *
Kevin M. Sheehan⁽¹²⁾
  82,181   *
Jennifer Storms
  1,382   *
Tyler J. Wolfram
  -     -

  Name of Beneficial Owner Number of Shares of Common
Stock Beneficially Owned as of
April 22, 2016 Percent
  Named Executive Officers⁽¹³⁾

Dolf Berle⁽¹⁴⁾
  285,586 *
Brian A. Jenkins⁽¹⁵⁾
  269,561 *
John B. Mulleady⁽¹⁶⁾
  60,970 *
Jay L. Tobin⁽¹⁷⁾
  189,709 *
All Executive Officers and Directors as a Group (21 Persons)⁽¹⁸⁾
  2,445,031 5.6%

75019.


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned as of April 3, 2024	Percent
5% Shareholders
Hill Path Capital LP(1) 150 East 58th Street, 32nd Floor New York, NY 10155	7,119,255	17.50	%
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055	5,332,323	13.11	%
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355	4,412,548	10.85	%
Eminence Capital, LP(4) 399 Park Avenue, 25th Floor New York, NY 10022	3,191,559	7.85	%
Directors
James P. Chambers	9,493	*
Hamish A. Dodds	26,733	*
Michael J. Griffith(5)	61,242	*
Gail Mandel	6,052	*
Chris Morris(6)	101,089	*
Atish Shah	8,920	*
Kevin M. Sheehan(7)	137,026	*
Jennifer Storms(8)	32,339	*
Named Executive Officers(9)		*
John B. Mulleady(10)	120,188	*
Michael Quartieri(11)	53,137	*
Megan Tobin(12)	13,219	*
Tony Wehner(13)	37,639	*
All Executive Officers and Directors as a Group (15 Persons)(14)	711,972	1.75	%

*Less than 1%.

*
Dave & Buster’s Entertainment, Inc			~~Less than 1%.~~21

Table of Contents

(1)Based on information contained in Schedule 13D/A dated December 5, 2023, filed on December 7, 2023 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, HP D GP LLC, HP G GP LLC, HP J GP 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, 2023, filed on January 23, 2024. The Schedule 13G/A reported that BlackRock, Inc. owned and had sole dispositive power over 5,332,323 shares of common stock and had sole voting power over 5,288,113 shares of common stock.

(3)Based on information contained in Schedule 13G/A dated December 29, 2023, filed on February 13, 2024. The Schedule 13G/ A reported that The Vanguard Group owned and had sole dispositive power over 4,311,693 shares of common stock, sole voting power over no shares of common stock, shared voting power over 66,246 shares of common stock and shared dispositive power over 100,855 shares of common stock.

(4)Based on information contained in Schedule 13G dated December 31, 2023, filed on February 14, 2024. The Schedule 13G reported that Eminence Capital, LP, owned and had shared dispositive power over 3,191,559 and shared voting power over 3,191,559 shares of common stock.

(5)Shares reflected in the table include 33,546 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 37,671 shares issuable pursuant to outstanding stock options held by Mr. Morris that are exercisable within 60 days of April 3, 2024.

(7)Shares reflected in the table include 127,278 shares owned by Mr. Sheehan but do not include 100,000 shares owned by a family limited liability company (the "Family LLC"). Currently, Mr. Sheehan has no sole or shared voting and investment power in any of the shares in the Family LLC as an irrevocable trust is the managing member of the Family LLC. Shares reflected in the table also 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 63,056 shares issuable pursuant to outstanding stock options held by Mr. Mulleady that are exercisable within 60 days of April 3, 2024.

(11)Shares reflected in the table include 9,165 shares issuable pursuant to outstanding stock options held by Mr. Quartieri that are exercisable within 60 days of April 3, 2024.

(12)Ms. Tobin does not have any shares issuable pursuant to outstanding stock options held by her that are exercisable within 60 days of April 3, 2024.

(13)Shares reflected in the table include 6,396 shares issuable pursuant to outstanding stock options held by Mr. Wehner that are exercisable within 60 days of April 3, 2024.

(14)Shares reflected in the table include a total of 160,119 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 3, 2024.

~~(1)~~
Dave & Buster’s Entertainment, Inc			Based on information contained in Schedule 13G/A dated March 9, 2016, filed on March 10, 2016. The Schedule 13G/A reported that FMR LLC owned and had sole dispositive power of 5,201,287 shares of common stock, and had sole voting power over 190,167 shares.22

~~(2)~~

The business address of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (collectively, the “Oak Hill Funds”) is 201 Main Street, Suite 1018, Fort Worth, Texas 76102. OHCP MGP III, Ltd. Is the sole general partner of OHCP MGP Partners III, L.P., which I the sole general partner of OHCP GenPar III, L.P., which is the sole general partner of each of the Oak Hill Funds. OHCP MGP III, Ltd. exercises voting and dispositive control over the shares held by each of the Oak Hill Funds. Investment and voting decisions with regard to the shares of the Company’s common stock owned by the Oak Hill Funds are made by an Investment Committee of the Board of Directors of OHCP MGP III, Ltd. The members of the Board of Directors are J. Taylor Crandall, Steven B. Gruber, Denis J. Nayden and Tyler J. Wolfram. Each of these individuals disclaims beneficial ownership of the shares owned by the Oak Hill Funds.

~~(3)~~

Based on information contained in Schedule 13G dated January 25, 2016, filed on January 29, 2016. The Schedule 13G reported that Wells Fargo & Company owned and had sole dispositive power over 8,018, sole voting power of 8,018, shared dispositive power of 3,039,681 and shared voting power of 2,906,420.

~~(4)~~

Based on information contained in Schedule 13G dated February 16, 2016, filed on February 16, 2016. The Schedule 13G reported that AllianceBernstein L.P. owned and had sole dispositive power over 2,420,749 shares of common stock, and had sole voting power over 2,163,738 shares of common stock and had shared dispositive power over 41,879 of common stock.

~~(5)~~

Based on information contained in Schedule 13G dated February 10, 2016, filed on February 10, 2016. The Schedule 13G reported that The Vanguard Group owned and had sole dispositive power over 2,136,594, and sole voting power over 52,177 and shared dispositive power over 50,077.

~~(6)~~

Shares reflected in the table include 239,160 shares issuable pursuant to outstanding stock options held by Mr. King that are exercisable within 60 days of April 22, 2016. Shares reflected in the table also include 333,046 stock options held by the Stephen and Shauna King Investment Partnership LP (the “Investment Partnership”) that are exercisable within 60 days of April 22, 2016. Stephen and Shauna King Investment Partnership GenPar LLC (“GenPar”) is the general partner of the Investment Partnership. Mr. King is the sole member of GenPar and has sole voting and investment power over all of the shares owned by the Investment Partnership.

~~(7)~~

Shares reflected in the table include 3,283 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 29,137 shares issuable pursuant to outstanding stock options held by Mr. Griffith that are exercisable within 60 days of April 22, 2016.

~~(8)~~

~~Shares reflected in the table include 29,137 shares issuable pursuant to outstanding stock options held by Mr. Halkyard that are exercisable within 60 days of April 22, 2016.~~

~~(9)~~

Shares reflected in the table include 3,283 shares owned by Mr. Jones and 893 shares owned by each of Brooke Nicole Kindle Stephens and Jeffrey David Jones. Currently, Mr. Jones has sole voting and investment power over all of such shares pursuant to a voting trust agreement and irrevocable proxies executed by Ms. Stephens and Mr. Jones. Shares reflected in the table include 125,254 shares issuable pursuant to outstanding stock options held by Mr. Jones that are exercisable within 60 days of April 22, 2016.

~~(10)~~

Shares reflected in the table include 3,283 shares owned by Mr. Lacy and 168,738 shares owned by The Alan J. Lacy Irrevocable Qualified Annuity Trust No. 2016-3. Shares reflected in the table include 177,369 shares issuable pursuant to outstanding stock options held by Mr. Lacy that are exercisable within 60 days of April 22, 2016.

~~(11)~~

~~Shares reflected in the table include 5,004 shares issuable pursuant to outstanding stock options held by Ms. Mueller that are exercisable within 60 days of April 22, 2016.~~

~~(12)~~

~~Shares reflected in the table include 29,137 shares issuable pursuant to outstanding stock options held by Mr. Sheehan that are exercisable within 60 days of April 22, 2016.~~

~~(13)~~ ~~In addition to Mr. King who serves as a director.~~

~~(14)~~

~~Shares reflected in the table include 285,585 shares issuable pursuant to outstanding stock options held by Mr. Berle that are exercisable within 60 days of April 22, 2016.~~

~~(15)~~

Shares reflected in the table include 7,502 shares issuable pursuant to outstanding stock options held by Mr. Jenkins that are exercisable within 60 days of April 22, 2016. Shares reflected in the table also include 262,058 stock options held by LTD Partner LP (the “Jenkins Partnership”) that are exercisable within 60 days of April 22, 2016. LTD Partners GenPar LLC (the “Jenkins GenPar”) is the general partner of the Jenkins Partnership. Currently, Mr. Jenkins is the sole member of the Jenkins GenPar and has sole voting and investment power over all the options held by the Jenkins Partnership.

~~(16)~~

~~Shares reflected in the table include 60,969 shares issuable pursuant to outstanding stock options held by Mr. Mulleady that are exercisable within 60 days of April 22, 2016.~~

~~(17)~~

~~Shares reflected in the table include 87,638 shares issuable pursuant to outstanding stock options held by Mr. Tobin that are exercisable within 60 days of April 22, 2016.~~

~~(18)~~

Shares reflected in the table include a total of 2,035,637 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 22, 2016.

Table of Contents

EXECUTIVE OFFICERS

~~The following table sets forth~~

We are furnishing below certain biographical information ~~regarding~~about our executive officers.


Antonio Bautista			Steve Klohn
~~NAME~~ Dave & Buster’s Since: 2022		~~AGE~~	~~POSITION~~ Dave & Buster’s Since: 2022
~~Stephen M. King~~⁽¹⁾ Age: 59	Age: 50
Food & Beverage Experience: 31 yrs	Food & Beverage Experience: 8 yrs
Retail and Late-night entertainment: 26 yrs	58 Entertainment Experience: 6 yrs
Entertainment (arcade based) Experience: 2 yrs
Current Position:	Current Position:
–Chief International Development Officer since July 2022	–Chief ~~Executive~~Information Officer since July 2022

Prior Business Experience:	Prior Business Experience:
–Dave & Buster's Entertainment, Inc.: •SVP and Head of International Development (Jan 2022-July 2022) –ALBP Global Hospitality Solutions, a consulting company supporting global hospitality companies: •CEO (Sept 2020-Dec 2021) –Fogo De Chao, Inc., an international chain of rodizio-style Brazilian steakhouse restaurants: •COO (July 2019-July 2020) –Hard Rock International: •Various positions including SVP of cafe and retail operations and SVP of franchise development and operations (Dec 2010-June 2019) –Gourmet Gulf LLC, a UAE-based food and beverage company: •President and COO (2007-2010) –Hard Rock International: •Various positions including Director of Franchise Development and Operations and General Manager (1994-2007)	–Main Event Entertainment, Inc., an American chain of family entertainment centers: •Chief Information Officer (Sept 2016-July 2022) –Intelemedia Communications, Inc., a telecommunications service provider: •CIO Consultant (2012-2016) –Brinker International, Inc., an American multinational casual dining company owning Chili's Grill & Bar and Maggiano's Little Italy: •Various positions including Chief Technology Officer (2014-2016) –RealPage, Inc., an American multinational software company focused on property management solutions: •SVP (2011-2014) –J.C. Penney Company, Inc., an American department store chain: •Various technology related positions (2000-2011)

	Education: –BAAS, Public Affairs and Community Service, University of North Texas


Dave & Buster’s Entertainment, Inc			23

Table of Contents


Les Lehner	John Mulleady
Dave & Buster’s Since: 2022	Dave & Buster’s Since: 2012
Age: 52	Age: 63
Food & Beverage Experience: 24 yrs	Food & Beverage Experience: 11 yrs
Entertainment Experience: 19 yrs	Entertainment Experience: 11 yrs

Current Position:	Current Position:
–Chief Procurement Officer and ~~Director~~Head of Main Event Development since July 2022	–Chief Development Officer since July 2022.
~~Kevin Bachus~~
Prior Business Experience:			48	~~Senior Vice President of Entertainment and Games Strategy~~Prior Business Experience:
~~Dolf Berle~~ –Main Event Entertainment, Inc.: • EVP, Chief Development and Procurement Officer (Apr 2018-July 2022) –Red Robin Gourmet Burgers, Inc.., an American casual dining chain: • SVP, Chief Development and Procurement Officer (2015-2018) –CEC Entertainment, Inc.: •Various positions, including SVP, Development and Procurement (2000-2015)			53	~~President and Chief Operating Officer~~
~~Joe DeProspero~~	41	~~Vice President Finance~~
~~Sean Gleason~~	51	~~Senior Vice President and Chief Marketing Officer~~
~~Brian A. Jenkins~~	54	~~Senior Vice President and Chief Financial Officer~~
~~Margo L. Manning~~	51	~~Senior Vice President of Human Resources~~
~~Michael J. Metzinger~~	59	~~Vice President—Accounting and Controller~~
~~John B. Mulleady~~	55	–Dave & Buster's Entertainment, Inc.: •Senior Vice President of Real Estate and Development (Apr 2012-July 2022) –BJ’s Wholesale Club, a leading operator of warehouse clubs in the eastern United States: •SVP, Director of Real Estate (2008-2012) –Circuit City Stores, Inc., a consumer electronics retailer: •VP of Real Estate (2006-2008) –The Home Depot, Inc., the world's largest home improvement retailer: •Director of Construction (1999-2006)
J.
Education: –BAA Finance, Angelo State University –MBA Finance, University of North Texas	Education: –B.S. Civil Engineering and B.S. Management Engineering, University of the Pacific –M.S. Construction Management, University of California, Berkeley
Michael ~~Plunkett~~ Quartieri	Megan Tobin
Dave & Buster’s Since: 2022	Dave & Buster's Since: 2023
Age: 55	65Age: 38
Food & Beverage Experience: 11 yrs	Food & Beverage Experience: 9 yrs
Entertainment Experience: 17 yrs	Entertainment Experience: 9 yrs

Current Position:	Current Position:
–Senior Vice President ~~of Purchasing~~ and ~~International Operations~~Chief Financial Officer since Jan 2022	–Chief Marketing Officer since Dec 2023
~~Jay L. Tobin~~
Prior Business Experience:	Prior Business Experience:
	58	–LiveOne, Inc., a global platform company for livestream and on-demand content : •Chief Financial Officer, Executive Vice President and Secretary (November 2020 - December 2021) –Scientific Games Corporation: •Executive Vice President, Chief Financial Officer, Treasurer and Secretary (November 2015 - June 2020) –Las Vegas Sands Corp., an American casino and resort company: •Various positions including Senior Vice President, ~~General Counsel~~Chief Accounting Officer and ~~Secretary~~Global Controller (2006-2015) –Deloitte & Touche (n/k/a Deloitte), an international professional services firm and one of the Big 4 accounting firms: •Various positions (1993-2006)	–LTK, a global technology company empowering lifestyle Creators to be a brands' power partner: •Head of Marketing (Mar 2021-Dec 2023) –MGM Resorts International, an American global hospitality and entertainment company operating destination casinos and resorts: •Corporate Vice President of Media, Brand Marketing (Jul 2015-Mar 2021) –R&R Partners, an American advertising, marketing, public relations and public affairs firm: •Head of Media & Digital Marketing (2013-2015) –MGM Resorts International: •Director of Digital Marketing & Media (2007-2013)

Education: –B.S. Accounting, University of Southern California –M.Acc, University of Southern California	Education: –B.A. English, University of Nevada-Las Vegas

~~(1)~~
Dave & Buster’s Entertainment, Inc			~~Mr. King’s biography can be found above under “Proposal No. 1—Election of Directors.”~~24

~~Set forth below is biographical information regarding our directors and executive officers:~~

~~Kevin Bachus~~~~has served as our Senior Vice President~~

Table of ~~Entertainment and Games Strategy since November 2012. Previously, he served as Chief Product~~Contents


Tony Wehner
Dave & Buster’s Since: 2022
Age: 57
Food & Beverage Experience: 27 yrs
Entertainment Experience: 3 yrs

Current Position:
–Chief Operating Officer since July 2022

Prior Business Experience:
–Main Event Entertainment, Inc.: •Chief Operating Officer (Jan 2021-July 2022) –BigShots Golf, a golf-oriented entertainment brand: •Chief Executive Officer (Jan 2020-Jan 2021) –Bar Louie, an American gastropub chain: •Chief Operations Officer (2017-Jan 2020) –Logan's Roadhouse, an American steakhouse restaurant chain: •SVP Operations (2016-2017) –On The Border Mexican Grill & Cantina: •Various operations positions including SVP of Operations (2010-2015) –Brinker International, Inc.: •Various operations positions for Chili's Grill & Bar and On The Border Mexican Grill & Cantina brand (1997-2010)


Dave & Buster’s Entertainment, Inc			25

Table of Bebo, Inc., an international social networking site, from September 2010 to November 2012, Executive Vice President and Chief Product Officer of IMO Entertainment LLC, from May 2009 to August 2010, Senior Vice President and Chief Architect of Virrata Games, Inc./PlayDay TV from March 2008 to April 2009, Chief Executive Officer of Uprising Studios from November 2006 to March 2008, Chief Executive Officer of Nival Interactive, Inc. from December 2005 to November 2006, Chief Executive Officer and President of Infinium Labs, Inc. from January 2004 to November 2005, Vice President of Publishing of Capital Entertainment Group, Inc. from October 2001 to September 2003, Director of Third Party Relations-Xbox of Microsoft Corporation from September 1999 to May 2001 and Group Product Manager-DirectX of Microsoft Corporation from June 1997 to September 1999.

~~Dolf Berle~~has served as our President and Chief Operating Officer since February 2011. From August 2009 until January 2011, Mr. Berle served as Executive Vice President of Hospitality and Business and Sports Club Division Head for ClubCorp USA, Inc., the largest owner and operator of golf, country club and business clubs. Previously, Mr. Berle served as President of Lucky Strike Entertainment, an upscale chain of bowling alleys, from December 2006 to July 2009 and Chief Operating Officer of House of Blues Entertainment, Inc., a chain of live music venues, from April 2004 to December 2006.

~~Joe DeProspero~~has served as our Vice President of Finance since May 2010. Previously, he served as our Assistant Vice President of Finance from August 2006 to May 2010. Mr. DeProspero served as Director of Financial Analysis for Arby’s Restaurant Group, a company that owns and operates quick-serve sandwich restaurants, from 2005 to 2006 and for Carlson Restaurants Worldwide, Inc., a company that owns and operates casual dining restaurants worldwide, from 2001 to 2005.

~~Sean Gleason~~~~has served as our Senior Vice President and Chief Marketing Officer since August 2009. From June 2005 until October 2008, Mr. Gleason was the Senior Vice President of Marketing~~

Communications at Cadbury Schweppes where he led initiatives for brands such as Dr Pepper, 7UP and Snapple. From May 1995 until May 2005, he served in various capacities (most recently as Vice President, Advertising/Media/Brand Identity) at Pizza Hut for Yum! Brands, the world’s largest restaurant company.

~~Brian A. Jenkins~~has served as our Senior Vice President and Chief Financial Officer since December 2006. From August 1996 until August 2006, he served in various capacities (most recently as Senior Vice President—Finance) at Six Flags, Inc., an amusement park operator. From March 1990 to August 1996, Mr. Jenkins served in various financial positions (most recently as Vice President of Corporate Planning and Business Development) with FoxMeyer Health Corporation, a wholesale pharmaceutical distributor.

~~Margo L. Manning~~has served as our Senior Vice President of Human Resources since November 2010. Previously, she served as our Senior Vice President of Training and Special Events from September 2006 until November 2010, our Vice President of Training and Sales from June 2005 until September 2006 and as Vice President of Management Development from September 2001 until June 2005. From December 1999 until September 2001, she served as our Assistant Vice President of Team Development, and from 1991 until December 1999, she served in various positions of increasing responsibility for us and our predecessors.

~~Michael J. Metzinger~~has served as our Vice President—Accounting and Controller since January 2005. From 1986 until January 2005, Mr. Metzinger served in various capacities (most recently as Executive Director—Financial Reporting) at Carlson Restaurants Worldwide, Inc., a company that owns and operates casual dining restaurants worldwide.

~~John B. Mulleady~~ has served as our Senior Vice President of Real Estate and Development since April 2012. Mr. Mulleady had been Senior Vice President, Director of Real Estate of BJ’s Wholesale Club, Inc. a leading operator of warehouse clubs in the eastern United States, from June 2008 to April 2012. Previously, Mr. Mulleady served as Vice President of Real Estate at Circuit City Stores, Inc., a consumer electronics retailer, from February 2006 to June 2008.

~~J. Michael Plunkett~~ has served as our Senior Vice President of Purchasing and International Operations since September 2006. Previously, he served as our Senior Vice President—Food, Beverage and Purchasing/Operations Strategy from June 2003 until June 2004 and from January 2006 until September 2006. Mr. Plunkett also served as Senior Vice President of Operations for Jillian’s from June 2004 to January 2006, as Vice President of Kitchen Operations from November 2000 until June 2003, as Vice President of Information Systems from November 1996 until November 2000 and as Vice President and Director of Training from November 1994 until November 1996. From 1982 until November 1994, he served in operating positions of increasing responsibility for us and our predecessors.

~~Jay L. Tobin~~ has served as our Senior Vice President, General Counsel and Secretary since May 2006. From 1988 to 2005, he served in various capacities (most recently as Senior Vice President and Deputy General Counsel) at Brinker International, Inc., a company that owns and operates casual dining restaurants worldwide.

Contents

EXECUTIVE COMPENSATION

~~Compensation Discussion and Analysis~~

The Compensation Committee of our Board of Directors is responsible for establishing the compensation philosophy and ensuring each element of the compensation program encourages high levels of performance among the executive officers and positions the Company for growth. The Compensation Committee ensures our compensation program is fair, competitive, and closely aligns the interests of our executive officers with the Company’s short and long-term business objectives. Through a strategic combination of base pay, cash-based short-term incentive plans, and an equity-based long-term incentive plan, our Compensation Committee strives to reward executive officers for meeting certain strategic objectives and increasing stockholder value.

Compensation Discussion and Analysis

Executive Compensation Quick Navigation

The Compensation Committee of our Board of Directors is responsible for establishing our compensation philosophy and ensuring that each element of our compensation program is intended to encourage high levels of performance and positions the Company for growth. The Compensation Committee strives to ensure our compensation program is fair, competitive and closely aligns the interests of our executive officers with both the Company’s short- and long-term business objectives and the interests of our shareholders. Through a strategic combination of base pay, cash-based short-term incentive plans, and an equity-based long-term incentive plan, our Compensation Committee aims to reward executive officers for meeting certain strategic objectives and increasing shareholder value.

•Compensation Discussion and Analysis

P. 26

•Compensation Practices

P. 28

•Elements of Compensation

P. 30

•Stock Ownership Guidelines

P. 33

•202 3 Summary Compensation Table

P. 35

•Pay v Performance Disclosure

P. 40

•Employment Agreements

P. 43

•Potential Payments Upon Termination or Change -in -Control

P. 43

This section describes our compensation program for our named executive officers (“NEOs”) for fiscal ~~2015.~~2023. The discussion focuses on our compensation programs and compensation-related decisions for fiscal ~~2015~~2023 and ~~also~~ addresses why we believe our compensation program supports our business strategy and operational plans. For fiscal ~~2015,~~2023, our NEOs ~~are:~~

¡	~~Stephen M. King – Chief Executive Officer~~

¡	~~Dolf Berle – President and Chief Operating Officer~~

¡	~~Brian A. Jenkins – Senior Vice President and Chief Financial Officer~~

¡	~~John B. Mulleady – Senior Vice President of Real Estate and Development~~

¡	~~Jay L. Tobin – Senior Vice President, General Counsel and Secretary~~

were:

•Chris Morris - Chief Executive Officer

•Michael Quartieri – Chief Financial Officer(1)

•John B. Mulleady – Chief Development Officer

•Megan Tobin - Chief Marketing Officer

•Tony Wehner – Chief Operating Officer

(1) Mr. Quartieri will retire as Chief Financial Officer on June 16, 2024.

Business, Strategy and Performance Highlights for Fiscal 2023

Please see the highlights for fiscal 2023 set forth on pages 4-5 of the Summary section of this Proxy Statement.

Compensation ~~philosophy~~Philosophy and ~~overall objectives~~Overall Objectives of ~~executive compensation programs~~

Executive Compensation Programs

Our executive compensation philosophy is based upon three core values:pay for performance, market-competitive pay and sustained ~~stockholder~~shareholder value creation.

Pay for Performance—This ~~ensures that we~~is intended to align the interests of senior executives with the interests of our ~~stockholders.~~shareholders. Compensation is tied directly to delivering both annual and long-term value creation to our ~~stockholders.~~shareholders. Annual incentives focus on efficient and productive operation of the business, while long-term incentives focus on value creation of the enterprise. In addition, we put greater emphasis on the longer-term aspects of the compensation package to help ensure that all actions of management contribute to ~~the~~ multi-year value ~~creation of the business.~~

creation.

Market-Competitive Pay—~~Paying competitively is critical to the attraction and retention of our key leaders. As a result, we target~~In setting compensation for our executive officers, including our NEOs, the Compensation Committee considers competitive compensation data from an annual total compensation study of a selected peer group of restaurant and entertainment companies of comparable size and business models as well as other relevant survey sources. These sources inform the Compensation Committee’s decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels, including input from an independent compensation consultant. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as ~~follows:~~


~~Pay Component~~		~~Market Target~~
~~Salary~~		50^th ~~percentile~~
~~Annual incentives @ target~~		50^th ~~percentile~~
~~Long-term incentive @ target~~		~~Average of 50~~^th ~~percentile~~ ~~and 75~~^th ~~percentile~~

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


Dave & Buster’s Entertainment, Inc			26

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values, compensation above ~~the median~~ target levels is achieved through above-target performance against our annual and long-term incentive goals. ~~We measure our compensation targets against a selected peer group of other food and~~

entertainment companies of comparable size and business models. In addition, we further validate our compensation levels with relevant industry survey data for positions with comparable responsibilities to ensure the most solid foundation possible for our compensation comparisons and decisions.

Sustained ~~Stockholder~~Shareholder Value Creation—All of our compensation plans are designed to increase the value we deliver to our ~~stockholders~~shareholders through the selection of proper business performance metrics, the leverage built into the plans for performance achievement and the proper governance of the plans throughout the year by our Compensation Committee. We believe that profitable growth of our enterprise is primary while simultaneously reinforcing an ethical and performance-based culture. Our Compensation Committee approves all goals and awards in advance and monitors progress on their achievement throughout the year. In the long-term incentive ~~plan (the “LTIP”)~~program implemented pursuant to the 2014 Stock Incentive Plan, we use a series of vehicles that are intended to reinforce this commitment to sustained ~~stockholder~~shareholder value creation. ~~These~~Currently, these vehicles ~~are:~~


~~LTIP Vehicle~~	~~Weighting~~ ~~as % of LTIP~~	~~Focus~~
~~Stock Options~~	~~50%~~	~~Continuous stockholder value creation over time~~
~~Restricted Stock Units~~	~~35%~~	Performance in strategic performance areas that build/sustain the enterprise and retention of our key leaders to ensure sustained implementation of our strategy. Restricted Stock Units (“RSUs”) and Performance Cash account for 50% of the overall LTIP target and contribute a robust performance mix.
~~Performance Cash~~	~~15%~~

are stock options, time-based restricted stock units and performance-based stock units. 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~~strive to achieve 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 ~~relationship and~~relationship. It also ensures that when ~~real~~strong performance is achieved, itthat performance is appropriately rewarded. Our Compensation Committee annually reviews this philosophy and our compensation plans to ensure they are continuing to meet their stated goals and objectives. If they are not, changes ~~will be~~are made to reestablish the right alignment.

In sum, this philosophy ~~in its design and execution, ensures~~is intended to ensure that ~~stockholders~~shareholders see a return for their investment in our Company and that we are getting the right return on our leadership compensation investment.


Dave & Buster’s Entertainment, Inc			27

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Compensation Practices

The following list summarizes executive compensation practices that we have ~~implemented~~ to drive performance ~~and~~as well as executive compensation practices that we avoid because we do not believe they serve the long-term interests of our ~~stockholders.~~

shareholders.


What We Do		~~What We Do Not Do~~
üSet stock ownership guidelines for executives and directors		û ~~No hedging or pledging of our stock by executives or directors~~
üReview tally sheets for executives	û ~~No dividends paid on unearned performance-based shares~~
üDisclose performance goals for incentive payments	û ~~No excise tax gross-ups to any executive~~
üSet maximum payout caps on our annual and ~~long-term~~long- term incentives	û ~~No repricing or cash buyout of underwater stock options~~
üLimit perquisites and other benefits, and do not include income tax gross-ups (except for relocation expenses)	û ~~No market timing in granting of equity awards~~
üSubject all variable pay to a compensation recovery ~~“clawback”~~clawback policy
üHave double-trigger change inof control agreements
ü ~~Hire~~Independent Compensation Committee advised by an independent compensation consultant ~~reporting directly to the Compensation Committee~~
üEnforce strict insider trader policies and black-out periods for executives and directors


What We Do Not Do
xNo hedging or pledging of our stock by executives or directors xNo dividends or dividend equivalents paid on unearned awards xNo excise tax gross-ups to any executive xNo repricing or cash buyout of underwater stock options xNo market timing in granting of equity awards xNo excessive perquisites xNo incentives that encourage risk-taking

Shareholder Say-on-Pay Vote for 2023 and Compensation Actions Taken

Our investors were supportive of these pay actions as evidenced by the 91% vote in support of our Say-on-Pay resolution. 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~~

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 executive 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.~~

•base salary;

•annual incentive awards;

•long-term incentive awards; and

•other benefits.

Each of these components is discussed in detail in ~~“Elements~~Elements of ~~Compensation”~~Compensation below.

When making compensation decisions, the Compensation Committee considers, among other things:

•the Company’s short- and long-term performance relative to financial and strategic targets;

•the executive officer’s prior experience and sustained individual performance;

•the significance of the executive officer’s contributions to the ongoing success of the Company;


Dave & Buster’s Entertainment, Inc			●				~~The Company’s short- and long-term performance relative to financial and strategic targets;~~28

●

~~The executive officer’s prior experience and sustained individual performance;~~

●

~~The significance of the executive officer’s contributions to the ongoing success of the Company;~~

●

~~The scope of the executive officer’s responsibilities;~~

●

~~The future value the executive officer is expected to bring to the Company; and~~

●

~~The results of benchmarking studies, which illustrate value of the executive officer’s total compensation package relative to others in the industries with which we compete for talent.~~

~~In 2015,~~

Table of Contents

•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 ~~engaged the~~engages a compensation consulting firm ~~Aon Hewitt~~ to conduct a benchmarking study of executive compensation programs and non-employee board members, provide analysis and advice regarding plan design for short- and long-term incentive plans, and provide analysis and advice concerning trends and regulatory developments in executive compensation. ~~Aon Hewitt~~In fiscal 2023, the Company’s independent compensation consultant, FW Cook, evaluated our market competitiveness against (a) a custom peer group and (b) ~~Aon Hewitt’s Total Compensation Measurement~~a robust industry-specific survey of ~~retail~~restaurant and hospitality companies. The peer group against which we compared ourselves ~~in fiscal 2015~~ includes (i) casual dining restaurants that offer an “experience” ~~and~~; (ii) casual dining concepts with which we compete for leadership talent; (iii) companies that focus on entertainment, including casino & gaming companies; (iv) hotels, resorts & cruise lines; and (v) leisure facilities. ~~All are publicly-traded companies that (a) have revenues between $408 million and $2.21 billion (approximately 0.5 times to 2.5 times our revenue), (b) have a median revenue~~At the time of ~~$1.13 billion (which is above our 2015 revenue of $867.0 million), and (c)~~comparison, all members in aggregate ~~have~~had a restaurant/entertainment mix similar to ~~the~~our income ~~mix at D&B:~~

mix:


BJ’s Restaurants, Inc.		Churchill Downs Incorporated			Jack in the Box
Bloomin’ Brands		Cinemark Holdings, Inc.		SeaWorld Entertainment, Inc.
Bowlero Corporation		Cracker Barrel Old Country Store, Inc.		Shake Shack
Brinker International, Inc.		Dine Brands Global, Inc.		Six Flags Entertainment Corporation
Cedar Fair, L.P.		Golden Entertainment		Texas Roadhouse, Inc.
The Cheesecake Factory Incorporated				~~Texas Roadhouse, Inc.~~	~~Buffalo Wild Wings, Inc.~~
~~Red Robin Gourmet Burgers, Inc.~~	~~Ruby Tuesday, Inc.~~		~~BJ’s Restaurants, Inc.~~
~~Bravo Brio Restaurant Group, Inc.~~	~~DineEquity, Inc.~~		~~Ignite Restaurant Group, Inc.~~
~~Isle of Capri Casinos, Inc.~~	~~Pinnacle Entertainment, Inc.~~		~~Churchill Downs Incorporated~~
~~The Marcus Corporation~~	~~SeaWorld Entertainment, Inc.~~		~~Vail Resorts, Inc.~~
~~Six Flags Entertainment Corporation~~	~~Cedar Fair, L.P.~~		~~International Speedway Corporation~~
~~Speedway Motorsports, Inc.~~

~~Due to the size differences among the peer group and~~

FW Cook had no other direct business relationship with the Company ~~Aon Hewitt used regression analysis to size-adjust~~and received no payments from us other than the ~~results.~~

~~With respect to the compensation~~fees and expenses for the Chief Executive Officer, the Compensation Committee evaluates the Chief Executive Officer’s performance and sets his compensation. With respect to our corporate performance as a factor in compensation decisions, the Compensation Committee considers, among other aspects, our long-term and short-term strategic goals, revenue goals, profitability, and return to our investors. Our Chief Executive Officer plays an important advisory role in the compensation-setting process of the other executive officers, including the NEOs. Our Chief Executive Officer evaluates the performance of the other executive officers and makes

~~recommendations~~services to the Compensation Committee concerning performance objectives and salary and bonus levels for the other executive officers, including the NEOs. The Compensation Committee annually discusses the recommendations with the Chief Executive Officer. The Compensation Committee may, in its sole discretion, approve, in whole or in part, the recommendations of the Chief Executive Officer. In fiscal 2015, the Compensation Committee approved Mr. King’s recommendations for salary and bonus with respect to each of the other executive officers, including the NEOs.

Committee.

Pay for Performance Alignment

Typically, we work to leverage our executive compensation structure ~~in order~~ to drive outstanding Company performance and provide appropriate rewards for sustained, strong individual performance. A significant portion of each executive officer’s pay is at-risk and awarded in the form of cash- and stock-based short- and long-term incentive grants. These incentive grants, which are discussed below, link each executive officer’s annual ~~earnings~~income to the achievement of short- and ~~long-term~~long- term financial and strategic goals. As such, executive officers, including the NEOs, face a risk of forfeiture or a reduced payout if the Company fails to meet its financial and strategic objectives. Under each incentive plan, target compensation is only earned if the designated financial and strategic objectives are met. Each incentive plan offers above-target payouts for outstanding performance; alternatively, no incentive ~~may~~will be earned if a threshold level of performance is not achieved. Further, the Compensation Committee aims to link any adjustments to an executive officer’s base salary to his or her individual performance.

In evaluating whether the compensation programs appropriately link each executive officer’s compensation to ~~the~~ Company performance, the Compensation Committee ~~recognizes that, under~~reviews and evaluates the ~~leadership~~achievements of the ~~executive officers,~~Company in the fiscal year. During fiscal 2023, the Company ~~had~~experienced same store sales declines while recording increased total revenues, net income, net income per share and Adjusted EBITDA on a ~~great deal of success in 2015.~~year-over-year basis. Key accomplishments are more specifically detailed in our Annual Report on Form 10-K. ~~The Compensation Committee believes each element~~

Our fiscal 2023 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. In doing so, we continued our focus on compensation for our CEO and NEOs tied to variable, long-term compensation and strengthening the alignment between compensation and our shareholder's long-term interests. Long-term incentives constituted the largest portion of the target total direct compensation ~~program was effective~~opportunity for our CEO and other NEOs. The graphs below show the target pay mix for our CEO and the average of the other NEOs based on annual base salary, annual short-term incentives at ~~aligning~~target and the ~~executive officers with~~economic value (at the ~~Company’s objectives~~time of grant) of restricted stock units and ~~at recognizing~~performance-based restricted stock units granted during the ~~success the Company achieved as a result~~year.


Dave & Buster’s Entertainment, Inc			29

Table of ~~their leadership.~~

Contents

Elements of ~~compensation~~

Compensation

Base ~~salary~~

Salary

A portion of each executive officer’s total compensation is in the form of base salary. This is a fixed cash ~~payment,~~amount, expressed as an annualized salary. The salary component ~~was~~is designed to provide the executive officers with consistent income and to attract and retain talented and experienced executives capable of managing our operations and strategic growth. In alignment with our compensation philosophy, the Compensation Committee believes ~~that ensuring~~having base salary levels that position us appropriately relative to the market and reflect the performance and level of responsibility of each executive officer is key to providing a competitive total compensation package. Annually, the performance of each executive officer, including the NEOs, is reviewed by the Compensation Committee using information and evaluations provided by the Chief Executive Officer, taking into account our operating and financial results for the year, an assessment of the contribution of each executive officer to such results, the achievement of our strategic growth and any changes in the role and responsibility of an executive officer. In addition, the Compensation Committee considers the results of the benchmarking study and the market competitiveness of each NEO’s base salary ~~(generally targeting the 50~~^th ~~percentile of the benchmark data)~~ to determine appropriate merit- and market-based increases to each executive’s base salary. ~~In the second quarter of fiscal 2015, each of the~~The NEOs ~~received merit-based increases~~did not receive any increase to base salary in fiscal 2023 from fiscal 2022 as ~~illustrated below:~~

   New Base

   Previous Base

   Percentage Increase

Stephen M. King
   $             720,000       $             710,000       1.4 %
Dolf Berle
   $ 426,300       $ 420,000       1.5 %
Brian A. Jenkins
   $ 395,850       $ 390,000       1.5 %
John B. Mulleady
   $ 390,775       $ 385,000       1.5 %
Jay L. Tobin
   $ 365,400       $ 360,000       1.5 %

~~The Compensation Committee believes~~noted in the ~~increases awarded are commensurate with each NEO’s individual contribution to~~chart below, except Mr. Wehner, who received a market-based increase for his role as the ~~Company’s success and that the resulting market positioning of each NEO is consistent with the considerations outlined above.~~

Company's Chief Operating Officer.

Name New Base (Fiscal 2023) Previous Base (Fiscal 2022) Percentage Increase
Chris Morris $ 750,000 $ 750,000 — %
Michael Quartieri $ 530,000 $ 530,000 — %
John B. Mulleady $ 452,750 $ 452,750 — %
Megan Tobin $ 375,000 $ — — %
Tony Wehner $ 450,000 $ 400,000 12.5 %

Annual Incentive Awards

The Executive Incentive Plan created under the 2014 ~~Omnibus~~Stock Incentive Plan (the “Executive Incentive Plan”) is designed to recognize and reward our employees for contributing towards the achievement of our annual business plan. The Compensation Committee believes the Executive Incentive Plan provides a valuable short-term incentive program that delivers a cash bonus opportunity for key employees, including the NEOs, upon achievement of targeted operating results, as determined by the Compensation Committee and the Board of Directors. The Executive Incentive Plan also supports our efforts to integrate our compensation philosophies with our annual business objectives and focus our executive officers on the fulfillment of those objectives.


Dave & Buster’s Entertainment, Inc			30

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In considering and approving the annual plan design, the Compensation Committee reviews target bonus percentages for each executive officer, including the NEOs, and considers the value of the incentive award relative to the individual’s total compensation package, the value of the incentive award and total compensation package relative to ~~the~~ benchmark data, and the degree to which the individual can influence the Company’s achievement of its short-term financial and strategic objectives. The Compensation Committee also reviews annually the financial and strategic objectives

that will comprise the components of the Executive Incentive Plan, the target for each component, and the payout percentages at threshold, target, and maximum performance for each component. The Compensation Committee ~~relies on~~considers input from its compensation consultant, the results of benchmarking data, and analysis from our Chief Executive Officer to determine the appropriateness of the target bonus percentages for each executive officer (including the NEOs), the components of the Executive Incentive Plan, the targets for each component, and the payout percentages at each level of performance.

The fiscal 2015 incentive plan for most non-executive participants was based on our targeted “EBITDA” (net income, plus (a) interest expense (net), (b) loss on debt retirement, (c) provision (benefit) for income taxes, and (d) depreciation and amortization expense) for fiscal 2015. Substantially all of the NEOs received a bonus based on achievement of various corporate objectives (including items such as EBITDA, revenues, and similar measures) as determined by the Compensation Committee. With the exception of Mr. Mulleady, bonus payouts for our NEOs were based 75% on the achievement of an EBITDA target, 12.5% on the achievement of a total revenue target, and 12.5% on the achievement of targeted comparable store sales growth. Comparable store sales (a year-over-year comparison of sales at stores open at the end of the period which have been open for at least 18 months as of the beginning of each of the fiscal years) is a key performance indicator used within the industry and is indicative of acceptance of our initiatives as well as local economic and consumer trends. We had 59 comparable stores at the beginning of fiscal 2015. Mr. Mulleady’s bonus was based on EBITDA, the achievement of a target related to signed leases, and the achievement of a target related to new store construction costs. The Compensation Committee reviews and modifies the performance goals for the Executive Incentive Plan as necessary to ensure reasonableness, support of our strategy and consistency with our overall objectives. The EBITDA target for fiscal 2015 was 9.8% higher than fiscal 2014 EBITDA and the revenue target was 8.5% higher than fiscal 2014 revenues. With respect to Mr. Mulleady’s objectives, the targets for signed leases and new store construction were aligned with our development strategy and intended to build the pipeline for future growth. In setting Mr. Mulleady’s targets, the Compensation Committee considered prior results and the level of performance needed to achieve development goals and set the targets at levels it believed were challenging but attainable.

Under each executive officer’s employment agreement ~~(including the NEOs)~~ and the Executive Incentive Plan, a target bonus opportunity is expressed as a percentage of annualized base salary as of the end of the ~~fiscal year,~~performance period, and prorated according to the percentage of the ~~fiscal year~~performance period the executive officer is employed by the Company. Target levels are established based upon a review of market practices and align to the Company’s compensation philosophy. Bonuses above or below the target level may be paid subject to a prescribed maximum or minimum. Bonus attainment is calculated separately for each component of the Executive Incentive Plan. ~~Below~~In the event a minimum threshold level of performance is not achieved, no ~~awards~~bonuses will be ~~granted~~payable under the Executive Incentive ~~plan.~~Plan. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis. The threshold, target, and maximum percentages for each of the NEOs ~~in 2015~~for fiscal 2023 under the Executive Incentive Plan are outlined in the table ~~below.~~

   % of Salary at % of Salary at % of Salary at
   Threshold

Target

Maximum

Stephen M. King
   22.5 % 90.0 % 180.0 %
Dolf Berle
   17.5 % 70.0 % 140.0 %
Brian A. Jenkins
   15.0 % 60.0 % 120.0 %
John B. Mulleady
   11.3 % 60.0 % 120.0 %
Jay L. Tobin
   15.0 % 60.0 % 120.0 %

~~The table~~ below ~~outlines the targets and relative payout percentages~~(based on participation for the ~~EBITDA, total revenue, and comparable store sales growth, signed leases, and new store construction components of~~full year plan).


Name	% of Salary at Threshold		% of Salary at Target		% of Salary at Maximum
Chris Morris	50.0	%	100.0	%	200.0	%
Michael Quartieri	40.0	%	80.0	%	160.0	%
John B. Mulleady	30.0	%	60.0	%	120.0	%
Megan Tobin	30.0	%	60.0	%	120.0	%
Tony Wehner	40.0	%	80.0	%	160.0	%

Under the Executive Incentive ~~Plan. Below a minimum threshold level~~Plan for fiscal 2023, (i) 60% of ~~performance, no awards will be granted under the~~each Executive ~~Incentive Plan. The calculations are subject to straight-line interpolation between threshold and target performance and between target and maximum performance. The performance thresholds~~Officer’s bonus opportunity was based on the ~~financial measures were set at a level that ensures no payout will be made unless~~Company’s performance relative to targeted Incentive Adjusted EBITDA (calculated as net income, plus (a) interest expense (net), (b) loss on debt retirement, (c) provision for income taxes, (d) depreciation and amortization expense, and (e) pre-opening expenses); (ii) 15% of each executive officer's bonus opportunity was based on the ~~Company exceeded prior year performance.~~

   Performance

Bonus as % of Target

Component
   Threshold

Target

Maximum

Threshold

Target

Maximum

EBITDA⁽¹⁾
   $ 147.0    $ 158.9    $ 174.8    25 % 100 % 200 %
Total Revenue⁽¹⁾
   $ 769.6    $ 810.1    $ 891.2    50 % 100 % 200 %
Comparable Store Sales Growth
   0.0 % 2.6 % 5.2 % 0 % 100 % 200 %
Signed Leases
   7    9    11    25 % 100 % 200 %
New Store Construction⁽²⁾
   —

Within 7.5% of
Budget


0 % 100 % 200 %

⁽¹⁾	~~Dollar amounts are represented in millions.~~

⁽²⁾

Mr. Mulleady may be awarded the target new store construction bonus if the average actual total construction cost for building each new store opened in fiscal 2015 is within 7.5% of budget. If target EBITDA or better is achieved, the portion of Mr. Mulleady’s bonus associated with new store construction will increase at the same slope as the EBITDA bonus, based on EBITDA achievement.

Company’s performance relative to targeted Total Revenue; and (iii) 25% of each executive officer's bonus opportunity was based on the Company's performance relative to targeted Same Store Sales Growth.


Fiscal 2023 Performance Targets
	Performance									Bonus as % of Target
Component	Threshold			Target			Maximum			Threshold		Target		Maximum
Incentive Adjusted EBITDA(1)	$	575.0		$	625.0		$	687.5		50	%	100	%	200	%
Total Revenue(1)	$	2,270.0		$	2,340.0		$	2,460.0		50	%	100	%	200	%
Comparable Store Sales Growth	0.0		%	3.8		%	7.6		%	50	%	100	%	200	%

(1)Dollar amounts are represented in millions.

At the close of the performance period, the Compensation Committee determined ~~the~~no bonuses were earned for the executive officers, including the NEOs, following the ~~annual~~ audit and reporting of financial results for fiscal 2015 and reported the awards to the Board of Directors. The Compensation Committee authorized bonuses to the executive officers, including the NEOs, in amounts that were commensurate with the results achieved during fiscal 2015. In reviewing fiscal 2015 results, the Compensation Committee recognized that we exceeded target EBITDA, Total Revenue, and Comparable Store Sales Growth, which resulted in an award above target level performance for substantially all employees, including the NEOs. With the exception of Mr. Mulleady, our NEOs were paid 196.3% of their target bonus opportunity for fiscal 2015 based on the achievement of performance in excess of target on Adjusted EBITDA and Total Revenue. Mr. Mulleady achieved performance at the maximum payout level on the portion of his bonus linked to the attainment of restaurant development objectives; therefore, he was paid 200.0% of his target bonus opportunity for fiscal 2015.2023. The tables below outline ~~the 2015~~fiscal 2023 performance results and bonus payments ~~made~~earned under the Executive Incentive ~~Plan~~Plans to each NEO.

Component
   Target

Actual

% of Target

Payout %

EBITDA⁽¹⁾
   $ 158.9    $ 188.7    118.8 % 200.0 %
Revenue⁽¹⁾
   $ 810.1    $ 867.0    107.0 % 170.2 %
Comparable Store Sales Growth
   2.60 % 8.90 % 342.3 % 200.0 %
Signed Leases
   9    14    155.6 % 200.0 %
New Store Construction⁽²⁾
   Within 7.5% of Budget    -0.30 % Target Achieved    200.0 %

⁽¹⁾
Dave & Buster’s Entertainment, Inc			~~Dollar amounts are represented in millions~~31

⁽²⁾

The average total construction cost for building each new store opened in fiscal 2015 was within target. Mr. Mulleady’s bonus then increased at the same slope as the EBITDA bonus. Therefore, Mr. Mulleady earned the maximum payout for the portion

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Fiscal 2023 Full-Year Results	Target			Actual			% of Target		Payout %
Incentive Adjusted EBITDA(1)(2)	$	625.0		$	562.8		90.0	%	0.0	%
Total Revenue(1)(2)	$	2,340.0		$	2,165.8		92.6	%	0.0	%
Comparable Store Sales Growth(2)	3.8		%	(6.2)		%	0.0	%	0.0	%

(1) Dollar amounts are represented in millions

(2) Target amounts were based on a 52 week calendar, while Fiscal 2023 had 53 weeks. Actual results for purposes of ~~his bonus associated with new store construction.~~

   Target Bonus

   Bonus Paid

   % of Target

Stephen M. King
   $ 648,000       $ 1,271,824       196.3 %
Dolf Berle
   $ 298,410       $ 585,687       196.3 %
Brian A. Jenkins
   $ 237,510       $ 466,159       196.3 %
John B. Mulleady
   $ 234,465       $ 468,930       200.0 %
Jay L. Tobin
   $ 219,240       $ 430,300       196.3 %

~~The Compensation Committee believes~~ the ~~incentive awards were warranted and consistent~~table above have been adjusted for a 52 week calendar for comparability.


Name	Target Bonus		Bonus Paid		% of Target
Chris Morris	$	750,000	$	0	0.0	%
Michael Quartieri	$	424,000	$	0	0.0	%
John B. Mulleady	$	271,650	$	0	0.0	%
Megan Tobin(1)	$	29,589	$	0	0.0	%
Tony Wehner	$	320,000	$	0	0.0	%

(1) Ms. Tobin's target bonus is prorated for the portion of Fiscal 2023 she has been with the performance of each executive officer, including the NEOs, during fiscal 2015 based on the Compensation Committee’s evaluation of each individual’s overall contribution to accomplishing our fiscal 2015 corporate goals and of each individual’s achievement of strategic and individual performance goals during the year.

Company. Her full year target bonus would be $225,000.

Long-term Incentive Awards

The Compensation Committee believes that it is essential to align the interests of the executive officers, including the NEOs, and other key management personnel responsible for our growth with the interests of our ~~stockholders.~~shareholders. The Compensation Committee has also identified the need to retain tenured, high performing executives. The Compensation Committee believes that these objectives are accomplished through the provision of cash- and stock-based incentives that align the interests of management personnel with the long-term objectives of enhancing our value, as set forth in the 2014 Stock Incentive Plan.

Annually, the Compensation Committee determines whether to grant long-term cash- and/or stock-based incentives to executive officers, including the NEOs, and other key management personnel. In determining whether to award grants, the Compensation Committee considers Company performance, individual performance, the significance of ~~individuals’~~the individual's 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 ~~relies on~~considers the benchmarking data and additional analysis provided by the compensation consultant in determining appropriate grant levels for our executive officers, including the NEOs.

~~During~~ Historically, annual equity awards are granted in April. For fiscal ~~2015,~~2023, the Compensation Committee ~~awarded~~approved the 2023 long-term incentive program pursuant to the ~~executive officers, including the NEOs,~~2014 Stock Incentive Plan with a mix of time-based restricted stock units (“RSUs”), performance share units (“PSUs”) with a three-year performance measurement period, and ~~other key management personnel a combination of~~ service-based non-qualified stock options (“~~Stock Options”~~stock options”) ~~with gradual vesting schedules,~~. The RSUs, that vest upon the attainment of pre-established performance targets, and long-term cash incentives (“Performance Cash”) that vest upon the attainment of pre-established performance targets. The Stock Options, which ~~comprise 50%~~comprised 25% of each NEO’s award, vest in equal installments over a three-year period. The stock options, which comprised 25% of each NEOs award, vest annually in equal installments over a three-year period and are exercisable up to a maximum of 10 ~~years.~~ years from the award grant date.The exercise ~~prices~~price of the stock ~~option~~options awards were established as the closing price of the Company’s stock on the ~~date following the date on which the Compensation Committee approved the awards.~~ award grant date.The ~~RSUs,~~PSUs, which comprise ~~35% of each NEO’s award, and Performance Cash, which comprises 15%~~50% of each NEO’s award, vest after three years, ~~and are based 66.7% on~~subject to achieving targeted ~~three-year cumulative~~Incentive Adjusted EBITDA ~~and 33.3% on achieving a targeted return on capital invested in new stores (“ROIC”).~~ growth for the three year performance period.The ~~NEOs face a significant risk~~actual number of ~~forfeiture or reduced payout if~~PSUs earned will be determined at the ~~Company fails to meet either~~end of the ~~targets, as the settlement value of the RSUs and Performance Cash varies between 0% and 200% of~~

~~the target award, depending on EBITDA and ROIC~~three-year performance ~~as depicted in the table below. Further, the value of the Stock Options and the RSUs increases or decreases with the changes in the Company’s stock price.~~period. The Compensation Committee believes that the mix of ~~50%~~25% RSUs, 25% Stock Options, ~~35% RSUs~~ and ~~15% Performance Cash provides an appropriate balance promoting~~50% PSUs and the three-year performance period appropriately balances retention, mid-term performance and long-term shareholder return objectives while motivating and rewarding ~~our~~ executive officers and other key employees towho deliver mid- and long-term financial success.

3-Year Cumulative EBITDA

3-Year Cumulative ROIC

Performance

Performance
as a Percentage
of Target

Payout as a
Percentage
of Target⁽¹⁾

Performance⁽²⁾

Performance
as a Percentage
of Target

Payout as a
Percentage
of Target⁽¹⁾

Below Threshold
Below $468.61    Below 85.0 % 0.0 % Below 2.13 % Below 85.0 % 0.0 %
Threshold
$468.61    85.0 % 50.0 % 2.13 % 85.0 % 50.0 %
Target
$551.31    100.0 % 100.0 % 2.50 % 100.0 % 100.0 %
Maximum
$661.57    120.0 % 200.0 % 3.00 % 120.0 % 200.0 %

If performance falls between threshold and target or target and maximum, the payout will be determined on an interpolated basis.

⁽¹⁾
Dave & Buster’s Entertainment, Inc			~~Performance and payouts are subject to straight-line interpolation between points.~~32

⁽²⁾	~~Monthly ROIC for new stores opening during the three-year performance period.~~

Table of Contents
2023 PSU Grant
Cumulative Three-Year Incentive AEBITDA Growth
Performance Payout as a Percentage of Target
Below Threshold Less than $1,758.4 0%
Threshold $1,758.4 50%
Target $2,068.8 100%
Maximum $2,482.5 200%
(1) Dollar amounts are represented in millions

Other Benefits

Retirement Benefits. Our employees, including our NEOs, are eligible to participate in the Company's 401(k) ~~retirement~~-retirement plan on the same basis as other employees. However, tax regulations impose a limit on the amount of compensation that may be deferred for purposes of retirement savings. As a result, we established the Select Executive Retirement Plan (the “SERP”). See “~~2015~~ 202 3 Nonqualified Deferred Compensation” for a discussion of the SERP.

~~Perquisites and~~

Other Benefits. The Company eliminated cash perquisite allowances to its NEOs in fiscal 2022. We do offer our NEOs ~~a modest perquisite allowance and~~ an annual executive physical. We believe ~~these perquisites,~~the elimination of cash perquisite allowances, which ~~comprise~~comprised less than 3%5% of each NEO’s total compensation, ~~are~~is reasonable and ~~round out a competitive compensation program that enhances~~does not detract from our ability to attract and retain executive talent. See “~~2015 Summary~~the 202 3 S ummary Compensation Table.”

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 “Employment Agreements.”

below.

Deductibility of ~~executive compensation~~

Section 162(m) of the Internal Revenue Code under the Omnibus Budget Reconciliation Act of 1993 limits the deductibility of certain compensation over $1,000,000 paid by a company to an executive officer. In light of section 162(m), theExecutive Compensation ~~Committee may modify, where reasonably necessary,~~

We consider objectives such as attracting, retaining and motivating leaders when we design our executive compensation ~~program to maximize~~programs. We also consider the tax-deductibility of compensation, but it is not our sole consideration. U.S. tax reform which became effective in 2017 expanded the types of compensation included in determining tax deduction limits. Consequently, tax deductibility will continue to have a lessened impact on our program design for our named executive officers. For federal income taxes, compensation is an expense that is fully tax-deductible for almost all our other U.S. employees.

CEO Pay Ratio

The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation ~~paid~~in fiscal 2023 to ~~covered employees. At~~that of all other Company employees for the same ~~time, the Compensation Committee also believes that the overall performance~~period. Our calculations included employees who were active as of November 6, 2023. As Canadian employees account for less than 4% of our ~~executive officers cannot in~~total employee population, we excluded Canadian employees from the median calculation. Our total employee population was 23,405 and our total employee population without our Canadian employees was 23,187. The median employee was identified using all ~~cases be reduced to a fixed formula and that the prudent use of discretion in determining the form and the amount of compensation is~~earnings for fiscal 2023, as reported in our ~~best interest~~payroll system. Compensation was annualized for all employees including Mr. Morris, other than seasonal or temporary employees, based on the number of days employed during fiscal 2023. Mr. Morris had fiscal annual total compensation of $2,264,423 as reflected in the 2023 Summary Compensation Table in this Proxy Statement. Our median employee’s annual total compensation was the same, and ~~those~~Mr. Morris’s annual total compensation was approximately 97.7 times that of our ~~stockholders. In general, the Compensation Committee structures its pay programs to limit the impact of section 162(m).~~

median employee.

Stock Ownership Guidelines

for Officers

Our stock ownership guidelines were established ~~in order~~ to further align ~~their~~the interests of our Chief Executive Officer, other NEOs and senior executive officers with ~~stockholders~~shareholders and encourage each such executive officer to maintain a long-term equity stake in the Company. The guidelines provide that each such executive officer must hold a multiple of his or her annual base salary in the Company’s stock and include the following holding requirement:

~~Position~~

Dave & Buster’s Entertainment, Inc

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Equity counted toward the ownership requirement includes stock ownership, ~~vested and unexercised stock options,~~ time-based restricted stock ~~401(k)~~units or other similar plan holdings, and stock beneficially owned in a trust. ~~Each current executive officer has until October 2019~~In 2022, the Compensation Committee voted to ~~achieve the minimum~~no longer count vested and unvested stock options toward stock ownership ~~requirement.~~requirements. Any executive hired or promoted into ana senior executive officer role ~~would have~~has five years from the date of hire or promotion to achieve the requirement.

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

~~On April 6, 2016,~~

In October 2023, the ~~Compensation Committee approved~~Board adopted a clawback ~~policy. This~~ policy ~~provides~~providing for the adjustment or recovery of incentive compensation in certain ~~circumstances. If~~circumstances that is intended to comply with the ~~Board~~requirements under federal securities laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of ~~Directors, upon recommendation~~2010 (the "Dodd-Frank Act"). Under the policy, if the Company is required to prepare an accounting restatement due to the material noncompliance of the ~~Compensation Committee, determines that, as a result of a restatement of our financial statements because of material noncompliance~~Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in a current period or left uncorrected in said current period, the Compensation Committee shall cause the Company to recoup from each executive officer, ~~has received more~~including NEOs, as promptly as reasonably possible, any erroneously awarded incentive-based compensation ~~than would have been paid absent~~as defined in the ~~incorrect financial statements, within~~policy. Recovery is required regardless of fault, however, is limited to the ~~three-year period immediately~~three fiscal years preceding the date ~~on which~~ the Company is required to prepare the ~~restatement,~~restatement. The policy does not limit any other rights or remedies the Company, the Board ~~of Directors, in its discretion, shall take such action as it deems necessary~~ or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. In certain cases, such action may include, to the extent permitted by applicable law: (i) requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive officer; (ii) causing the partial or full cancellation of RSUs, Performance Cash, and Stock Options; (iii) adjusting the future compensation of such executive officer; and (iv) dismissing or taking legal action against the executive officer, in each case as the Board, upon recommendation of the Compensation Committee ~~determines to be in the Company’s best interests and that of our stockholders.~~may have. These remedies would be in addition to, and not in lieu of, any penalties imposed by law enforcement agencies, regulators or other authorities. Any incentive-based awards or payments or other compensation paid to current and former executive officers under employment agreements or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement (including compliance with the Dodd-Frank Act), will be subject to the deductions and clawback as may be required by any law, government regulation or stock exchange listing requirement.

A copy of our clawback policy is filed as Exhibit 97 with our Annual Report on Form 10K.

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.

~~Compensation Committee Report~~


Compensation Committee Report

The Compensation ~~Committee of the Board of Directors has furnished the following report:~~

~~The~~ Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with the management of the Company. Based on that review and discussion, on March 27, 2024 the Compensation Committee ~~has~~ recommended to the Board of Directors that the CD&A be included in this ~~Annual Report on Form 10-K.~~

Proxy Statement.


	James P. Chambers, Chair
~~David A. Jones, Chair~~		Michael J. Griffith	~~Jonathan S. Halkyard~~
~~Alan J. Lacy~~		~~Patricia H. Mueller~~	~~Tyler J. Wolfram~~ Jennifer Storms

~~2015~~


Dave & Buster’s Entertainment, Inc			34

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2023 Summary Compensation Table

The following table sets forth information concerning all compensation that we paid or accrued during fiscal ~~2015, 2014,~~2023, 2022, and ~~fiscal 2013~~2021 to or for each of our NEOs.

NAME AND PRINCIPAL
POSITION
YEAR

SALARY⁽¹⁾
($)

STOCK
AWARDS
($)⁽²⁾

OPTION
AWARDS⁽²⁾
($)

NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)

ALL OTHER
COMPENSATION⁽³⁾
($)

TOTAL
($)

Stephen M. King
2015    717,500    583,971    834,241    1,271,824    59,932    3,467,468
(CEO)
2014    676,250    1,560,000    1,107,808    35,053    3,379,111
2013    646,250    0    556,926    39,709    1,242,885
Dolf Berle
2015    424,725    235,193    335,989    585,687    32,351    1,613,945
(President and COO)
2014    406,875    632,000    573,408    17,731    1,630,014
2013    391,250    0    294,951    16,767    702,968
Brian A. Jenkins
2015    394,388    191,084    272,998    466,159    39,112    1,363,741
(SVP and CFO)
2014    376,875    517,000    456,386    32,126    1,382,387
2013    363,933    0    233,972    34,030    631,935
John B. Mulleady
2015    389,331    121,259    173,241    468,930    32,802    1,185,563
(SVP of Real Estate and Development)
2014    375,625    323,000    462,000    16,663    1,177,288
2013    363,125    404,000    290,283    15,900    1,073,308
Jay L. Tobin
2015    364,050    113,395    161,996    430,300    41,185    1,110,926
(SVP and General Counsel)
2014    352,499    327,000    421,279    31,404    1,132,182
2013    342,500    0    219,389    33,207    595,096


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Chris Morris (CEO)	2023	764,423	—	1,124,973	374,982	—	33,895	2,298,273
	2022	433,885	—	8,198,426	3,191,876	951,522	7,846	12,783,555
Michael Quartieri (CFO)	2023	540,192	—	238,488	79,482	—	6,833	864,995
	2022	522,500	100,000	2,618,182	725,319	890,945	6,862	4,863,808
	2021	42,308	—	299,994	—	—	1,923	344,225
John B. Mulleady (Chief Development Officer)	2023	461,457	—	203,694	67,901	—	5,834	738,885
	2022	442,330	—	2,087,293	596,909	570,814	9,332	3,706,678
	2021	417,500	—	709,056	—	361,408	25,983	1,513,947
Megan Tobin (6) (Chief Marketing Officer)	2023	52,163	—	1,553,201	361,614	—	—	1,966,978
Tony Wehner (Chief Operating Officer)	2023	453,077	—	202,442	67,478	—	11,922	734,919
	2022	228,325	—	1,820,846	518,235	405,983	862	2,974,251

(1)The following salary deferrals were made under the SERP in fiscal 2023: Mr. Morris $58,005, and Mr. Wehner $23,843.

(2)Amounts in this column includes the aggregate grant date fair value of performance RSUs and PSUs calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"). These amounts do not include any reduction in value for the possibility of forfeiture. The discussion of the assumptions used for purposes of valuation of RSUs in fiscal 2023 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 PSUs is reported based upon the probable outcome of the performance conditions on the grant date in accordance with SEC rules.

(3)No options were granted to our NEOs in fiscal 2021. Amounts in this column for fiscal 2023 and 2022 grants reflect the aggregate grant date fair value of options calculated in accordance with ASC 718. These amounts do not include any reduction in value for the possibility of forfeiture.

(4)Amounts in this column for 2023 reflect that no annual incentive was earned for fiscal 2023 under the Executive Incentive Plan. 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 incentive was earned for the performance cash portion of the 2019 long-term Incentive award program awarded to Mr. Mulleady in 2019, the only NEO with Company in 2019.

(5)The following table sets forth the components of “All Other Compensation” for fiscal 2023:


Name	Perquisite Allowance (a) ($)	Company Contributions to Retirement & 401(k) Plans (b) ($)	Company Contributions to Deferred Compensation Match (b) ($)	Severance Continuation ($)	COBRA ARRA Reimbursement ($)	Total ($)
Chris Morris	—	4,892	29,003	—	—	33,895
Michael Quartieri	—	6,833	—	—	—	6,833
John B. Mulleady	—	5,834	—	—	—	5,834
Megan Tobin	—	—	—	—	—	—
Tony Wehner	—	—	11,922	—	—	11,922

(a)Amounts include any cash perquisite allowances paid.

(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 2023.

(6) The amount in the Stock Awards column reflects Ms. Tobin's receipt of a similar one-time 5-year long term and performance grants that the other NEOs received in fiscal 2022 (the "Officer 5-year Grant").

⁽¹⁾
Dave & Buster’s Entertainment, Inc			~~The following salary deferrals were made under the SERP in 2015: Mr. King, $43,050, Mr. Jenkins, $37,916, and Mr. Tobin, $21,843.~~35

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⁽²⁾	~~Amounts~~
Grants of Plan-Based Awards in this column reflect the aggregate grant date fair value of RSUs, at target, calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of valuation of RSUs in 2015 appear in Note 1: Description of Business and Summary of Significant Accounting Policies, to our consolidated financial statements included in our Annual Report on Form 10-K. The grant date fair value for RSUs is reported based upon the probable outcome of the performance conditions on the grant date in accordance with SEC rules. The value of the RSUs awards granted in fiscal 2015, assuming achievement of the maximum performance level of 200% and based on the Company’s stock price on the date the grant was approved, would have been: Mr. King, $1,167,942; Mr. Berle, $470,386; Mr. Jenkins, $382,168; Mr. Mulleady, $242,518; Mr. Tobin, $226,790.Fiscal 2023

⁽³⁾ Amounts in this column reflect the aggregate grant date fair value of options calculated in accordance with ASC 718. The discussion of the assumptions used for purposes of valuation of options granted in 2015 appear in Note 1, Description of Business and Summary of Significant Accounting Policies, to our consolidated financial statements included in our Annual Report on Form 10-K.
⁽³⁾ ~~The following table sets forth the components of “All Other Compensation” for fiscal 2015:~~

NAME
PERQUISITE
ALLOWANCE
($)

COMPANY
CONTRIBUTIONS
TO
RETIREMENT &
401(K) PLANS(a)
($)

EXECUTIVE
PHYSICAL
($)

TOTAL
($)

Stephen M. King
    30,311        21,615        8,006        59,932
Dolf Berle
    25,218        2,640        4,493        32,351
Brian A. Jenkins
    25,218        13,894    —        39,112
John B. Mulleady
    25,218        2,643        4,941        32,802
Jay L. Tobin
    25,218        13,582        2,385        41,185

^(a)

Amounts include Company contributions to the 401(k) and SERP that were based on the Company’s performance during the 2015 fiscal year and accrued as of January 31, 2016, although such contributions were not made until the 2016 fiscal year. Amounts also include the Company’s fixed contributions to the 401(k) plan and SERP that were made during the 2015 fiscal year.

~~Grants of Plan-Based Awards in Fiscal 2015~~

The following table shows the grants of plan-based awards to the named executive officers in fiscal ~~2015.~~

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards

Estimated Future Payouts
Under Equity
Incentive Plan Awards

All Other
Option
Awards: # of
Securities
Underlying
Options
(#)

Exercise
or Base
Price of
Option
Award
($/Share)

GRANT
DATE FAIR
VALUE OF
STOCK
AND
OPTION
AWARDS
($)

Name
Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Stephen M. King
Cash
Incentive⁽¹⁾ N/A    $ 162,000    $ 648,000    $ 1,296,000    —    —    —
Perfomance
Cash⁽²⁾ 4/9/2015    $ 125,138    $ 250,275    $ 500,550
RSUs⁽³⁾ 4/9/2015    —    —    —    9,208    18,416    36,832    —    $ 583,971
Stock
Options 4/9/2015    68,775    $ 31.71    $ 834,241
Dolf Berle
Cash
Incentive⁽¹⁾ N/A    $ 74,603    $ 298,410    $ 596,820    —    —    —
Perfomance
Cash⁽²⁾ 4/9/2015    $ 50,400    $ 100,800    $ 201,600
RSUs⁽³⁾ 4/9/2015    —    —    —    3,709    7,417    14,834    —    $ 235,193
Stock
Options 4/9/2015    27,699    $ 31.71    $ 335,989
Brian A. Jenkins
Cash
Incentive⁽¹⁾ N/A    $ 59,378    $ 237,510    $ 475,020
Perfomance
Cash⁽²⁾ 4/9/2015    $ 40,950    $ 81,900    $ 163,800
RSUs⁽³⁾ 4/9/2015    3,013    6,026    12,052    $ 191,084
Stock
Options 4/9/2015    22,506    $ 31.71    $ 272,998
John B. Mulleady
Cash
Incentive⁽¹⁾ N/A    $ 43,962    $ 234,465    $ 468,930
Perfomance
Cash⁽²⁾ 4/9/2015    $ 25,988    $ 51,975    $ 103,950
RSUs⁽³⁾ 4/9/2015    1,912    3,824    7,648    $ 121,259
Stock
Options 4/9/2015    14,282    $ 31.71    $ 173,241
Jay L. Tobin
Cash
Incentive⁽¹⁾ N/A    $ 54,810    $ 219,240    $ 438,480
Perfomance
Cash⁽²⁾ 4/9/2015    $ 24,300    $ 48,600    $ 97,200
RSUs⁽³⁾ 4/9/2015    1,788    3,576    7,152    $ 113,395
Stock
Options 4/9/2015    13,355    $ 31.71    $ 161,996

2023.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: # of Shares of Stock or Units	All Other Option Awards: # of Securities Underlying Options	Exercise or Base Price of Option Award ($/ Share)	Grant Date Fair Value of Stock and Option Awards ($)
Name		Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)		Target (#)	Maximum (#)
Chris Morris	Cash Incentive		375,000	750,000	1,500,000
	PSUs(1)	4/24/2023				10,788		21,576	43,152				749,982
	RSUs(1)	4/24/2023								10,788			374,991
	Stock Options(1)	4/24/2023									16,838	34.25	374,982
Michael Quartieri	Cash Incentive		212,000	424,000	848,000
	PSUs(1)	4/24/2023				2,287		4,574	9,148				158,992
	RSUs(1)	4/24/2023								2,287			79,496
	Stock Options(1)	4/24/2023									3,569	34.25	79,482
John B. Mulleady	Cash Incentive		135,825	271,650	543,300
	PSUs(1)	4/24/2023				1,954		3,907	7,814				135,807
	RSUs(1)	4/24/2023								1,953			67,886
	Stock Options(1)	4/24/2023									3,049	34.25	67,901
Megan Tobin	Cash Incentive(2)		14,795	29,589	59,178
	PSUs(3)	1/16/2024				0		20,271	20,271				525,424
	PSUs(3)	1/16/2024				0		16,217	16,217				372,829
	RSUs(3)	1/16/2024								11,250			554,963
	RSUs(4)	1/16/2024								1,969			99,986
	Stock Options(3)	1/16/2024									8,514	49.03	138,948
	Stock Options(3)(4)	1/16/2024									10,135	49.03	222,666
Tony Wehner	Cash Incentive		160,000	320,000	640,000
	PSUs(1)	4/24/2023				1,942	1,436	3,883	7,766				134,973
	RSUs(1)	4/24/2023								1,941			67,469
	Stock Options(1)	4/24/2023									3,030	34.25	67,478

(1)The shares shown reflect an award of PSUs, RSUs and options, as applicable, in accordance with the 2023 long-term incentive program implemented pursuant to the 2014 Stock Incentive Plan (the "2023 LTIP"). The shares shown in the “Threshold” column reflect the minimum possible payout (representing 50% of target) under the Company’s PSU component of the 2023 LTIP. The minimum award level is 0% of target ("Target") if the Threshold is not met, and the maximum award is 200% of target (“Maximum”). Threshold is represented with the minimum possible payout.

(2)The amounts in this row are prorated for the portion of fiscal 2023 Ms. Tobin has been with the Company. Her full year threshold, target, and maximum amounts would be $112,500, $225,000, and $450,000, respectively.

(3)The shares shown reflect an award of PSUs, RSUs and options, as applicable, in accordance with the Officer 5-year Grant. The shares shown in the "Threshold" column reflect the minimum payment level under the Company's PSU component of the Officer 5-year Grant. 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.

(4)This stock option grant requires a purchase of a certain dollar amount of Company stock in order to retain all or a portion of the options. The window for Ms. Tobin to make an election to meet all or part of the stock purchase condition had not expired as of the end of the fiscal 2023.

⁽¹⁾
Dave & Buster’s Entertainment, Inc			Reflect annual Executive Incentive Plan award opportunity described under “Annual Incentive Awards” above and actual payouts are recorded under “Non-Equity Incentive Plan Compensation” in the “2015 Summary Compensation Table.”36

Table of Contents

⁽²⁾	The amounts shown in the “Threshold” column reflect the minimum payment level under the Company’s Performance Cash component of the LTIP. The minimum award level is 50% of target (“Target”) and the maximum award is 200% of target (“Maximum”). Threshold is represented with the minimum possible payout, but zero payout is possible if threshold performance measures are not met.
Outstanding Equity Awards at Fiscal Year-End 2023


		Option Awards						Stock Awards
		Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)	Option Expiration Date	Number of Units That Have Not Vested (#)		Market Value of Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)
Name (a)	Grant Date	Exercisable (b)		Unexercisable (c)		(e)	(f)	(g)		(h)(1)	(i)		(j)(2)
Chris Morris	4/24/2023			16,838	(4)a	34.25	4/24/2033	10,788	(5)	595,390	21,576	(13)	1,190,779
	6/29/2022	19742	(3)	78,964	(4)b	33.77	6/29/2032	4,290	(6)	236,765	12,871	(14)	710,350
	6/29/2022	5923	(3)	23,689	(4)b	33.77	6/29/2032	11,844	(7)	653,670	157,931	(15)	8,716,212
	6/29/2022	3197	(3)	6,393	(4)c	33.77	6/29/2032				98,706	(16)	5,447,584
Michael Quartieri	4/24/2023			3,569	(4)a	34.25	4/24/2033	2,287	(5)	126,220	4,574	(15)	252,439
	10/7/2022	3,132	(3)	12,527	(4)b	37.04	10/7/2032	15,442	(8)	852,244	34,558	(19)	1,907,256
	10/7/2022	2,835	(3)	11,339	(4)d	37.04	10/7/2032				26,998	(20)	1,490,020
	4/18/2022	1599	(3)	3,197	(4)c	47.71	4/18/2032	2,257	(9)	124,564	6,772	(21)	373,747
	1/18/2022							2,832	(10)	156,298
John B. Mulleady	4/24/2023			3,049	(4)a	34.25	4/24/2033	1,953	(5)	107,786	3,907	(15)	215,627
	10/7/2022	2,268	(3)	9,071	(4)b	37.04	10/7/2032	11,987	(8)	661,563	26,998	(19)	1,490,020
	10/7/2022										21,598	(20)	1,191,994
	4/18/2022	1,359	(3)	2,718	(4)c	47.71	4/18/2032	1,918	(9)	105,854	5,756	(21)	317,674
	4/23/2021							2,416	(11)	133,339	2,685	(22)	148,185
	4/23/2021							2,416	(12)	133,339
	4/11/2019	14,723	(3)			51.68	4/11/2029
	4/12/2018	13,020	(3)			41.65	4/12/2028
	4/7/2017	9,121	(3)			59.67	4/7/2027
	4/7/2016	14,230	(3)			39.10	4/7/2026
	4/9/2015	14,282	(3)			31.71	4/9/2025
	10/9/2014	14,178	(3)			16.00	10/9/2024
Megan Tobin	1/16/2024			8,514	(4)e	49.03	1/16/2034	1,969	(13)	108,669	20,271	(23)	1,118,756
	1/16/2024			10,135	(4)f	49.03	1/16/2034	11,250	(14)	620,888	16,217	(24)	895,016
Tony Wehner	4/24/2023			3,030	(4)a	34.25	4/24/2033	1,941	(5)	107,124	3,883	(15)	214,303
	10/7/2022	2,700	(3)	10,799	(4)g	37.04	10/7/2032	11,987	(8)	661,563	26,998	(19)	1,490,020
	10/7/2022	2,268	(3)	9,071	(4)b	37.04	10/7/2032				21,598	(20)	1,191,994
	6/29/2022	714	(3)	1,426	(4)c	33.77	6/29/2032	957	(6)	52,817	2,872	(16)	158,506

(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, February 2, 2024, the last trading day of the Company’s fiscal year (being $55.19).

(2)The market value is equal to the 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, February 2, 2024, the last trading day of the Company’s 2023 fiscal year (being $55.19).

(3)These options represent vested options granted under the 2014 Stock Incentive Plan.

(4)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 on an annual basis commencing on 4/24/2024

b.These options vest in four equal installments on an annual basis commencing on the second anniversary of the grant date.

c.These options vest in two equal installments on an annual basis commencing on 4/18/2024.

d.These options vest in four equal installments on an annual basis commencing on 12/8/2024.

e.These options vest in three equal installments on an annual basis commencing on 1/16/2025.

f.These options vest in five equal installments on an annual basis commencing on 1/16/2025.

g.These options vest in four equal installments on an annual basis commencing on 10/14/2024.

(5)This grant represents unvested RSUs under the 2023 LTIP granted on 4/24/2023. These RSUs vest in three equal installments on 4/24/2024, 4/24/2025 and 4/24/2026.

(6)This grant represents unvested RSUs under the 2022 long-term incentive program implemented pursuant to the 2014 Stock Incentive Plan (the "2022 LTIP") granted on 6/29/2022. These RSUs vest in two equal installments on 4/18/2024 and 4/18/2025.

(7)This grant represents unvested RSUs under the CEO 5-year performance grant made on 6/29/2022. These RSUs vest in four equal installments on 6/29/2024, 6/29/2025, 6/29/2026, and 6/29/2027.

⁽³⁾
Dave & Buster’s Entertainment, Inc			The shares shown in the “Threshold” column reflect the minimum payment level under the Company’s RSU component of the 2014 Stock Incentive Plan. The minimum award level is 50% of target (“Target”) and the maximum award is 200% of target (“Maximum”). Threshold is represented with the minimum possible payout, but zero payout is possible if threshold performance measures are not met.37

~~Outstanding Equity Awards~~

Table of Contents

(8)This grant represents unvested RSUs under the Officer 5-year performance grant made on 10/7/2022. These RSUs vest in four equal installments on 10/7/2024, 10/7/2025, 10/7/2026, and 10/7/2027.

(9)This grant represents unvested RSUs under the 2022 LTIP granted on 4/18/2022. These RSUs vest in two equal installments on 4/18/2024 and 4/18/2025.

(10)This grant represents unvested RSUs granted to Mr. Quartieri in connection with his joining the Company. These RSUs vest on 1/18/2025.

(11)This grant represents unvested RSUs under the 2021 long-term incentive program implemented pursuant to the 2014 Stock Incentive Plan (the “2021 LTIP”). These RSUs vest on 4/23/2024.

(12)This grant represents the earned number of unvested PSUs under the 2021 LTIP. These PSUs vest in two equal installments on 4/23/2023 and 4/23/2024.

(13)This grant represents unvested RSUs granted to Ms. Tobin in connection with her joining the Company. These RSUs vest on 1/16/2025.

(14)This grant represents unvested RSUs under the Officer 5-year performance grant made on 1/16/2024. These RSUs vest in five equal installments on 1/16/2025, 1/16/2026, 1/16/2027, 1/16/2028, and 1/16/2029.

(15)This grant represents the target number of unvested PSUs under the 2023 LTIP. These PSUs, if earned under the performance conditions, vest 100% on 4/24/2026.

(16)This grant represents the target number of unvested PSUs under the 2022 LTIP. These PSUs, if earned under the performance conditions, vest 100% on 4/18/2025.

(17)This grant represents the target number of unvested PSUs under the CEO 5-year performance grant made on 6/29/2022. These PSUs, if earned under the performance conditions (200% stock price), vest 100% on 6/29/2027.

(18)This grant represents the target number of unvested PSUs under the CEO 5-year performance grant made on 6/29/2022. These PSUs, if earned under the performance conditions (300% stock price), vest 100% on 6/29/2027.

(19)This grant represents the target number of unvested PSUs under the Officer 5-year performance grant made on 10/7/2022. These PSUs, if earned under the performance conditions (200% stock price), vest 100% on 10/7/2027.

(20)This grant represents the target number of unvested PSUs under the Officer 5-year performance grant made on 10/7/2022. These PSUs, if earned under the performance conditions (300% stock price), vest 100% on 10/7/2027.

(21)This grant represents the target number of unvested PSUs under the 2022 LTIP. These PSUs, if earned under the performance conditions, vest 100% on 4/18/2025.

(22)This grant represents the target number of market stock units ("MSUs") under the 2021 LTIP. These MSUs, if earned under the performance conditions, vest 100% on 4/23/2024.

(23)This grant represents the target number of unvested PSUs under the Officer 5-year performance grant made on 1/16/2024. These PSUs, if earned under the performance conditions (200% stock price), vest 100% on 1/16/2029.

(24)This grant represents the target number of unvested PSUs under the Officer 5-year performance grant made on 1/16/2024. These PSUs, if earned under the performance conditions (300% stock price), vest 100% on 1/16/2029.


Fiscal 2023 Option Exercises and Stock Vested


	OPTION AWARDS			STOCK VESTED
NAME	Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting(1)	Value Realized on Vesting
Chris Morris	—	$	—	5,107	$	209,445
Michael Quartieri	—	$	—	7,822	$	310,665
John B. Mulleady	30,000	$	611,432	35,525	$	1,242,660
Megan Tobin	—	$	—	—	$	—
Tony Wehner	—	$	—	3,476	$	120,422

(1)The value realized on the exercise of options is equal to (i) the amount per share at ~~Fiscal Year-End 2015~~

Option Awards

Stock Awards

NAME
EXERCISABLE

UNEXERCISABLE

OPTION
EXERCISE
PRICE
($)

OPTION
EXPIRATION
DATE

INCENTIVE PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT YET
VESTED

INCENTIVE PLAN
AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED⁽¹³⁾

Stephen M. King
0    68,775 ⁽¹⁾ 31.71    4/9/2025    9,208 ⁽¹²⁾ $ 333,974
0    184,615 ⁽²⁾ 16.00    10/9/2024
571,781 ⁽³⁾ 0    4.44    6/1/2020
Dolf Berle
0    27,699 ⁽¹⁾ 31.71    4/9/2025
0    74,793 ⁽²⁾ 16.00    10/9/2024    3,709 ⁽¹²⁾ $ 134,525
252,369 ⁽⁴⁾ 36,583 ⁽⁵⁾ 4.44    3/23/2021
Brian A. Jenkins
0    22,506 ⁽¹⁾ 31.71    4/9/2025    3,013 ⁽¹²⁾ $ 109,282
0    61,183 ⁽²⁾ 16.00    10/9/2024
273,558 ⁽³⁾ 0    4.44    6/1/2020
John B. Mulleady
0    14,282 ⁽¹⁾ 31.71    4/9/2025    1,912 ⁽¹²⁾ $ 69,348
0    38,225 ⁽²⁾ 16.00    10/9/2024
9,000 ⁽⁶⁾ 13,498 ⁽⁷⁾ 9.34    9/27/2023
26,998 ⁽⁸⁾ 40,497 ⁽⁹⁾ 8.30    5/3/2023
9,961 ⁽¹⁰⁾ 13,499 ⁽¹¹⁾ 5.07    4/16/2022
Jay L. Tobin
0    13,355 ⁽¹⁾ 31.71    4/9/2025    1,788 ⁽¹²⁾ $ 64,851
0    38,698 ⁽²⁾ 16.00    10/9/2024
89,186 ⁽³⁾ 0    4.44    6/1/2020

which the named executive officer sold shares acquired on exercise (all of which occurred on the date of exercise) minus the exercise price of the option (ii) multiplied by the number of shares acquired on exercise of the options. The value realized on the vesting of stock awards is equal to the closing market price of the Company’s common stock on the date of vesting multiplied by the number of shares acquired upon vesting. The number of shares and value realized on vesting includes shares, if any, that were withheld at the time of vesting to satisfy tax withholding requirements.

⁽¹⁾	These options represent unvested service-based options granted under the 2014 Stock Incentive Plan. One-third of these options vested on April 9, 2016 and one-third will vest on each of April 9, 2017 and April 9, 2018.
2023 Nonqualified Deferred Compensation

⁽²⁾	~~These options represent unvested service-based options granted under the 2014 Stock Incentive Plan. Half of these options will vest on each of October 9, 2017 and October 9, 2018.~~

⁽³⁾	These options represent vested service-based and performance-based options granted under the 2010 Stock Incentive Plan. These options vested ratably over a five-year period, commencing on June 1, 2011, the first anniversary of the date of grant.

⁽⁴⁾	These options represent vested service-based and performance-based options granted under the 2010 Stock Incentive Plan. These options vested ratably over a five-year period, commencing on March 23, 2012, the first anniversary of the date of grant.

⁽⁵⁾	~~These options represent unvested service-based options granted under the 2010 Stock Incentive Plan. These options vested on March 23, 2016.~~

⁽⁶⁾	These options represent vested service-based options granted under the 2010 Stock Incentive Plan. These options vest ratably over a five-year period, commencing on September 27, 2014, the first anniversary of the date of grant.

⁽⁷⁾	~~These options represent unvested service-based options granted under the 2010 Stock Incentive Plan. These options will vest as described in (6) above.~~

⁽⁸⁾	These options represent vested service-based options granted under the 2010 Stock Incentive Plan. These options vest ratably over a five-year period commencing on May 3, 2014, the first anniversary of the date of grant.

⁽⁹⁾	~~These options represent unvested service-based options granted under the 2010 Stock Incentive Plan. These options will vest as described in (8) above.~~

⁽¹⁰⁾	These options represent vested service-based and performance-based options granted under the 2010 Stock Incentive Plan. These options vest ratably over a five-year period commencing on April 16, 2013, the first anniversary of the date of grant.

⁽¹¹⁾	~~These options represent unvested service-based options granted under the 2010 Stock Incentive Plan. These options will vest as described in (10) above.~~

⁽¹²⁾	~~The grants in this column for all the NEOs reflect threshold RSU awards under the Fiscal 2015-Fiscal 2017 LTIP, respectively.~~

⁽¹³⁾	The market value is equal to the number of shares underlying the units based on achieving threshold performance goals, multiplied by the closing market price of the Company’s common stock on January 29, 2016, the last trading day of the Company’s fiscal year.

~~Fiscal 2015 Option Exercises and Stock Vested~~

OPTION AWARDS

NAME

Number of Shares Acquired
on Exercise


Value Realized on Exercise
($)

Stephen M. King
   278,657    8,072,692
Dolf Berle
   259,784    6,729,491
Brian A. Jenkins
   170,109    4,702,455
John B. Mulleady
   77,784    2,052,538
Jay L. Tobin
   133,324    3,515,406

~~2015 Nonqualified Deferred Compensation~~

The SERP is aan unfunded 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 notional


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investment options similar in type to our 401(k) plan. ~~Each pay period,~~In the SERP, the Company matches ~~25%~~33% of the employee’s contributions, up to the first 6% of salary deferred. ~~At the end of the year, if the Company’s EBITDA target is met, the Company contributes an additional amount, equal to the employer match contributed each pay period. Any employer~~Employer contributions to a participant’s account vest in equal portions over the first three years a ~~five-year period,~~participant is eligible to participate in the SERP and become immediately vested upon termination of a participant’s employment on or after age 65 or by reason of the participant’s death or disability, and upon a change of control (as defined in the SERP). Pursuant to Section 409A of the Internal Revenue Code, however, such distribution cannot be made to certain employees of a publicly traded corporation before the earlier of six months following the employee’s termination date or the death of the employee. Employer contributions are fully vested after three years of eligibility. Withdrawals from the SERP may be permitted in the event of an unforeseeable emergency.

The following table shows contributions to each NEO’s deferred compensation account in ~~2015~~fiscal 2023 and the aggregate amount of such officer’s deferred compensation as of ~~January 31, 2016.~~

Name
   Executive
Contributions in Last
Fiscal Year⁽¹⁾
($)

   Registrant
Contributions in Last
Fiscal Year⁽²⁾⁽³⁾
($)

   Aggregate
Earnings in Last
Fiscal Year⁽³⁾
($)

Aggregate Balance at
Last Fiscal Year-
End⁽⁴⁾
($)

Stephen M. King
   $ 43,050       $ 21,615       ($ 4,185 ) $ 400,945
Dolf Berle
   —       —       —    —
Brian A. Jenkins
   $ 37,916       $ 11,407       $ 2,131    $ 264,219
John B. Mulleady
   —       —       —    —
Jay L. Tobin
   $ 21,843       $ 10,937       ($ 2,668 ) $ 203,726

February 4, 2024.


Name	Executive Contributions in Last Fiscal Year(1) ($)	Registrant Contributions in Last Fiscal Year(2)(3) ($)	Aggregate Earnings in Last Fiscal Year(3) ($)	Fees and Adjustments ($)	Aggregate Balance at Last Fiscal Year- End(4) ($)
Chris Morris	46,755	23,378	8,061	(192)	93,773
Michael Quartieri	—	—	—	—	—
John B. Mulleady	—	—	—	—	—
Megan Tobin	—	—	—	—	—
Tony Wehner	19,170	9,585	2,390	(182)	32,851

(1)Amounts are included in the “Salary” column of the 202 3 Summary Compensation Table.

(2)Amounts shown are matching contributions made pursuant to the SERP. These amounts are included in the “All Other Compensation” column of the 202 3 Summary Compensation Table.

(3)No amount reported in this column was reported as compensation to the officer in the 202 3 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 202 3 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 202 3 Summary Compensation Table in the years when the executive contributions were made.

⁽¹⁾
Dave & Buster’s Entertainment, Inc			~~Amounts are included in the “Salary” column of the “2015 Summary Compensation Table.”~~39

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⁽²⁾	~~Amounts shown are matching contributions pursuant to the deferred compensation plan. These amounts are included in the “All Other Compensation” column of the “2015 Summary Compensation Table.”~~
Pay vs. Performance Disclosure

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 2023 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 2023 Summary Compensation Table. For our NEOs other than our principal executive officer (“PEO”), compensation is reported as an average.


	SCT Total for PEO ($) (1)						CAP to PEO ($) (2)										Value of Initial $100 Investment: (3)
Year	Chris Morris		Kevin Sheehan		Brian Jenkins		Chris Morris		Kevin Sheehan		Brian Jenkins		Average SCT Total for Non-PEO NEOs ($) (1)		Average CAP to Non-PEO NEOs ($) (2)		Company TSR ($)		Peer Group TSR ($)		Net Income (Loss) ($ millions)		Adjusted EBITDA ($ millions) (4)
2023	$	2,298,273	$	—	$	—	$	7,279,388	$	—	$	—	$	1,076,444	$	2,113,379	$	124.98	$	114.30	$	126.9	$	555.6
2022	$	12,783,555	$	3,137,215	$	—	$	12,853,604	$	2,605,610	$	—	$	3,848,246	$	4,727,886	$	94.20	$	110.98	$	137.1	$	480.4
2021	$	—	$	3,481,565	$	7,419,865	$	—	$	3,164,293	$	1,039,387	$	1,371,338	$	(383,173)	$	79.96	$	105.01	$	108.6	$	343.6
2020	$	—	$	—	$	3,260,946	$	—	$	—	$	15,980,691	$	1,210,320	$	5,165,880	$	77.04	$	142.20	$	(207.0)	$	(92.5)

(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 2023 Summary Compensation Table ("SCT"). Our NEOs for each fiscal year presented above is as follows:

⁽³⁾
Fiscal Year	~~No amount reported in this column was reported as compensation to the officer in the “2015 Summary Compensation Table” in previous years.~~PEO	Non-PEO NEOs
2023	Chris Morris	Michael Quartieri, John Mulleady, Megan Tobin, Tony Wehner
2022	Kevin Sheehan and Chris Morris	Michael Quartieri, John Mulleady, Antonio Bautista, Tony Wehner
2021	Brian Jenkins and Kevin Sheehan	Michael Quartieri, Margo Manning, John Mulleady, Robert Edmund and Scott Bowman
2020	Brian Jenkins	Scott Bowman, John Mulleady, Robert Edmund and Margo Manning

(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 2023, 2022, 2021, and 2020, which consisted solely of adjustments to the PEOs’ equity awards


	Fiscal 2023		Fiscal 2022				Fiscal 2021				Fiscal 2020
	Chris Morris		Chris Morris		Kevin Sheehan		Kevin Sheehan		Brian Jenkins		Brian Jenkins
2023 Summary Compensation Table - Total Compensation	$	2,298,273	$	12,783,555	$	3,137,215	$	3,481,565	$	7,419,865	$	3,260,946
(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year	—		(11,390,302)		(2,000,000)		(2,990,027)		(2,796,975)		(2,539,146)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	2,336,603		11,460,351		1,878,074		2,672,755		1,151,254		15,258,891
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	2,657,540		—		—		—		—		—
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	—		—		—		—		112,345		—
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	(13,028)		—		(409,679)		—		(4,847,102)		—
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year	—		—		—		—		—		—
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation	—		—		—		—		—		—
Total Adjustments (subtotal)	$	4,981,115	$	70,049	$	(531,605)	$	(317,272)	$	(6,380,478)	$	12,719,745
Compensation Actual Paid	$	7,279,388	$	12,853,604	$	2,605,610	$	3,164,293	$	1,039,387	$	15,980,691

⁽⁴⁾
Dave & Buster’s Entertainment, Inc			The portion of these amounts derived from executive contributions made in previous years were included in the “Salary” column of the “Summary Compensation Table” in the years when the contributions were made. The portion of these amounts derived from matching contributions made in previous years were included in the “All Other Compensation” column of the “Summary Compensation Table” in the years when the executive contributions were made.40

~~Employment Agreements~~

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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 2023, 2022, 2021, and 2020, which consisted solely of adjustments to the non-PEO NEOs’ equity awards:


	Fiscal 2023		Fiscal 2022		Fiscal 2021		Fiscal 2020
2023 Summary Compensation Table - Total Compensation	$	1,076,444	$	3,848,246	$	1,371,338	$	1,210,320
(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year	(799,683)		(2,733,646)		(673,092)		(789,620)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	1,183,154		3,432,457		406,422		4,745,180
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years	732,797		87,470		(642,822)		—
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	—		—		(216,275)		—
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	(79,333)		93,359		(628,744)		—
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year	—		—		—		—
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation	—		—		—		—
Total Adjustments (subtotal)	$	1,036,935	$	879,640	$	(1,754,511)	$	3,955,560
Compensation Actual Paid	$	2,113,379	$	4,727,886	$	(383,173)	$	5,165,880

(3) For the relevant fiscal year, represents the cumulative total shareholder return ("TSR") of i) the Company and ii) the S&P 600 Hotels Restaurants and Leisure index ("Peer Group"), of which our stock was a member during fiscal 2023, assuming an initial investment of $100 at the beginning of the first period presented (Fiscal 2020).

(4) The Company has determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2023. 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 over the periods presented.

•TSR/Company Share Price

•Adjusted EBITDA

•Enterprise ROIC


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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, 2022 and 2023:

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, 2022 and 2023:


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Employment Agreements

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~~our Board of ~~Directors of Dave & Buster’s Management Corporation, Inc.~~Directors. Our NEOs are also entitled to participate in the Executive Incentive Plan, the 2014 Stock Incentive Plan and in any profit sharing, qualified and nonqualified retirement plans and any health, life, accident, disability insurance, sick leave, supplemental medical reimbursement insurance, or benefit plans or programs as we may choose to make available now or in the future. ~~NEOs also receive an annual perquisite allowance.~~ In addition, the employment agreements contain provisions providing for severance payments and continuation of benefits under certain circumstances including termination by us without Cause (as defined in the employment agreement), upon execution of a general release of claims in favor of us. ~~Each employment agreement also contains a confidentiality and noncompetition covenant.~~

~~Potential Payments Upon Termination or Change of Control~~


Potential Payments Upon Termination or Change-in-Control

The following is a discussion of the rights of the NEOs under ~~the 2010 Stock Incentive Plan,~~ the 2014 Stock Incentive Plan and the employment agreements with the NEOs following a termination of employment or change of control.

~~2010~~

Payments pursuant to 2014 Stock Incentive Plan

Pursuant to the 2010 Stock Incentive Plan, certain vested stock options shall terminate on the earliest of (a) the day on which the executive officer is no longer employed by us due to the termination of such employment for cause, (b) the thirty-first day

The following the date the executive officer is no longer employed by us due to the termination of such employment upon notice to us by the executive officer without good reason having been shown, (c) the 366th day following the date the executive officer is no longer employed by us by reason of death, disability, or due to the termination of such employment (i) by the executive officer for good reason having been shown or (ii) by us for reason other than for cause, or (d) the tenth anniversary of the date of grant. Subject to the provisions of the immediately following sentence, all options that are not vested and exercisable on the date of termination of employment shall immediately terminate and expire on such termination date. Following the adoption oftables address grants under the 2014 Stock Incentive ~~Plan, no further grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, or cash-based awards will be made pursuant to the 2010 Stock Incentive~~ Plan.

~~2014 Stock Incentive Plan~~

~~Pursuant to the 2014 Stock Incentive Plan, all~~

Stock Options ~~will terminate on the day on which the executive officer~~

Reason for Termination

Unvested

Vested

Fiscal 2020 & prior grants

For cause

Immediate forfeiture

Death or disability

Immediate vesting

Exercisable for earlier of (i) 1 year after death or disability or (ii) the remainder of option term

Retirement(1)

Continued vesting per grant terms

Exercisable for remainder of option term

Change of control(2)

Continued vesting per grant terms

Exercisable for remainder of option term

Any other reason

Immediate forfeiture

Exercisable for earlier of (i) 90 days from date of termination or (ii) the remainder of the option term

Fiscal 2021 & later grants

For cause

Immediate forfeiture

Death or disability

Immediate vesting

Exercisable for earlier of (i) 1 year after death or disability or (ii) the remainder of option term

Retirement(1)

Continued vesting per grant terms

Exercisable for remainder of option term

Change of control(2)

Immediate vesting upon termination

Exercisable for remainder of option term

Any other reason

Immediate forfeiture

Exercisable for earlier of (i) 90 days from date of termination or (ii) the remainder of the option term

(1)Retirement is no longer employed by us due to the termination of such employment for cause. Due to a termination of employment caused by reason of death or disability of the executive officer, any unvested portion of Stock Options shall immediately become vested and all vested options shall remain exercisable until the earlier of (a) one year following the date of death or disability and (b) the expiration of the option term. Upon the termination of employment by reason of retirement (defineddefined as termination ~~of employment~~ other than for cause after obtaining ~~(a)~~either the age of 60 ~~and completing ten~~plus 10 years of ~~continued~~ service ~~with the Company~~ or ~~(b)~~ age ~~65), the unvested portion~~

65.

(2)Change of ~~the Stock Option shall continue to vest on each remaining vesting date and the vested portion of the Stock Option shall remain exercisable until the expiration of the option term. Upon the~~control for these purposes is defined as a termination of employment for any reason other than those described above, any unvested portion of the option shall immediately terminate and be forfeited without consideration and the vested Stock Options shall remain exercisable until the earlier of (a) 90 days following such termination of employment and (b) the expiration of the option term. Future award agreements will specify the effect of a holder’s termination of employment, including the extent to which equity grants will be forfeited and the extent to which awards requiring exercise will remain exercisable. Such provisions will be determined in the sole discretion of the Compensation Committee.

Pursuant to grants made under the 2014 Stock Incentive Plan, RSUs and Performance Cash (collectively, “Awards”) will terminate on the date in which the executive officer is no longer employed by us due to termination of such employment due to any reason other than death, disability, retirement, without cause or for good reason ~~related to~~within the period commencing 90 days before and ending one year after a change of ~~control. Following termination of employment caused by death or disability~~control in the Company. If all Stock Options and the Plan are terminated as part of the ~~executive officer, Awards shall be settled based on actual performance during~~change of control of the ~~full performance period, notwithstanding~~Company, the ~~termination~~above is not applicable.


Dave & Buster’s Entertainment, Inc			43

Table of ~~service. Following termination of employment by reason of retirement (defined~~Contents

Performance Based RSUs and Cash, RSUs & MSUs

Reason for Termination

Performance Based RSUs and
Performance Cash

Time Based RSUs

MSUs

Fiscal 2021 & later grants

For cause

Immediate forfeiture

Immediate forfeiture of unvested RSUs

Immediate forfeiture

Death or disability

Immediate vesting and settlement based on target performance for full performance period notwithstanding termination of service

Immediate vesting and settlement

Settlement based on target performance for full performance period, if prior to end of full performance period, notwithstanding termination of service

Retirement(1)

Settlement based on actual performance for full performance period notwithstanding termination of service, prorated for term of service during performance period

Continued vesting per grant terms

Settlement based on actual performance for full performance period notwithstanding termination of service, prorated for term of service during performance period

Change of control(2)(3)

Convert to time-based RSUs based on target performance for full performance period; continued vesting per grant terms; settlement to occur upon earlier of termination or original vesting schedule

Immediate vesting upon termination

Convert to time-based RSUs based on actual performance for full performance period; continued vesting per grant terms; settlement to occur upon earlier of termination or original vesting schedule

Without cause

Settlement based on actual performance for full performance period notwithstanding termination of service, prorated for term of service during performance period

Settlement prorated for term of service between immediately preceding vesting date and termination of service

Settlement based on actual performance for full performance period notwithstanding termination of service, prorated for term of service during performance period

Any other cause

Immediate forfeiture

Immediate forfeiture of unvested RSUs

Immediate forfeiture

(1)Retirement is defined as termination ~~of employment,~~ other than for cause after obtaining ~~(a)~~either the age of 60 ~~and completing~~plus 10 years of ~~continued~~ service ~~with the Company~~ or ~~(b)~~ age ~~65), Awards shall be settled based on actual performance during the full performance period, notwithstanding the~~65.

(2)Change of control for these purposes is defined as a termination ~~of the employee’s service, prorated to reflect the number of days in the performance period that preceded or included the date of termination of service. Following termination of employment~~ without cause or for good reason ~~either~~ within the period commencing 90 days before ~~or within 12 months following~~and ending one year after a change in control of the ~~Company, Awards shall be settled based~~Company.

(3)The PSUs granted as part of the CEO 5-year Grants and Officer 5-year Grants vest only if the share price on ~~actual performance during~~ the full performance period, notwithstanding the termination of service, prorated to reflect the number of days in the performance period that preceded or included the day of termination of service. Following termination of employment for any reason other than those described above, any unvested portion of an Award shall immediately terminate and be forfeited without consideration. Future Award agreements will specify the effectdate of a ~~holder’s termination~~change of ~~employment, including~~control is equal to or greater than the ~~extent to which equity grants will be forfeited~~required achievement price and ~~the extent to which awards requiring exercise will remain exercisable. Such provisions will be determined~~then are paid out in ~~the sole discretion~~three annual installments of ~~the Compensation Committee.~~

50%, 25% and 25%.

If there is a change ofin 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


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securities generally entitled to vote in the election of directors; (ii) with certain exceptions, individuals on the Board of Directors on the date of effectiveness of the plan cease to constitute a majority of the Board of Directors; (iii) consummation of a reorganization, merger, amalgamation, statutory share exchange, consolidation or like event to which the Company is a party or a sale or disposition of all or substantially all of the Company’s assets, unless the Company’s ~~stockholders~~shareholders continue to own more than 50% of the outstanding voting securities, no person beneficially owns 30% or more of the outstanding securities of the Company and at least a majority of the members of the Board of Directors after such event were members of the Board of Directors prior to the event; or (iv) a complete liquidation or dissolution of the Company.

Payments pursuant to Employment Agreements

Deferred Compensation. All contributions made by an executive officer to a deferred compensation account, and all vested portions of our contributions to such deferred compensation account, shall be disbursed to the executive officer upon termination of employment for any reason. Currently, only ~~Messrs. King, Jenkins~~Mr. Morris and ~~Tobin~~Mr. Wehner have made contributions to a deferred compensation ~~account.~~

account as more particularly described above under 2 02 3 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 ~~“Involuntary~~Involuntary Termination Not for ~~Cause”~~Cause and the officer shall ~~be bound by various restrictive covenants contained~~execute general release of claims in ~~the employment agreements. These payments shall cease at such time as it is determined that the officer is not in full compliance with such restrictive covenants.~~

favor of us.

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 continued base salary payments, as severance pay at such officer’s then-current base salary (24 months of continued base salary payments, as severance pay for Mr. ~~King)~~Morris at his then current base salary), the pro rata portion of the annual bonus, if any, earned by the officer for the then-current fiscal year, ~~12 months continuation of such officer’s perquisite allowance,~~ and monthly payments for a period of 12 months equal to the monthly premium required by such officers to maintain health insurance benefits provided by our group health insurance plan, in accordance with the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985.

Termination for Cause. In the event of termination for Cause, the officer is not eligible for any further payments of salary, bonus, or benefits and shall be only entitled to receive that compensation which has been earned by the officer through the date of termination.

Termination for Good Reason – No Change of 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“Involuntary Termination Not for Cause.”

Death or Disability. The benefits to which an officer (or such officer’s estate or representative) would be entitled in the event of death or disability are as described above under ~~“Involuntary~~Involuntary Termination Not for ~~Cause.”~~Cause. However, the amount of ~~salary paid~~salary-related severance pay to any such disabled officer ~~shall~~would be reduced by any income replacement benefits received from the disability insurance we provide.


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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 31, 2016~~February 4, 2024 (the last day of fiscal ~~2015)~~2023).

Name

Benefit

Resignation
($)

Termination
W/Out
Cause($)

Termination
With
Cause($)

Termination
for Good
Reason($)

Death/
Disability
($)

Change in
Control
($)

Stephen M. King
Salary —    1,440,000    —    1,440,000    1,440,000    —
Bonus ⁽¹⁾Perquisite —    648,000    —    648,000    648,000    —
Allowance —    30,000    —    30,000    30,000    —

H & W Benefits
Deferred
—    16,682    —    16,682    16,682    —
Compensation 400,945    400,945    400,945    400,945    400,945    400,945
Dolf Berle
Salary —    426,300    —    426,300    426,300    —

Bonus⁽¹⁾
Perquisite
—    298,410    —    298,410    298,410    —

Allowance
—    25,000    —    25,000    25,000    —

H & W Benefits
Deferred
—    18,640    —    18,640    18,640    —

Compensation
—    —    —    —    —    —
Brian A. Jenkins
Salary —    395,850    —    395,850    395,850    —

Bonus⁽¹⁾
Perquisite
—    237,510    —    237,510    237,510    —
Allowance —    25,000    —    25,000    25,000    —

H & W Benefits
Deferred
—    22,850    —    22,850    22,850    —
Compensation 264,219    264,219    264,219    264,219    264,219    264,219
John B. Mulleady
Salary —    390,775    —    390,775    390,775    —

Bonus⁽¹⁾
Perquisite
—    234,465    —    234,465    234,465    —
Allowance —    25,000    —    25,000    25,000    —

H & W Benefits
Deferred
—    21,758    —    21,758    21,758    —
Compensation —    —    —    —    —    —
Jay L. Tobin
Salary —    365,400    —    365,400    365,400    —

Bonus⁽¹⁾
Perquisite
—    219,240    —    219,240    219,240    —
Allowance —    25,000    —    25,000    25,000    —

H & W Benefits
Deferred
—    22,850    —    22,850    22,850    —
Compensation 203,726    203,726    203,726    203,726    203,726    203,726

For purposes of the table, we have assumed the termination occurred immediately following the end of the fiscal year.


Name	Benefit	Voluntary Resignation ($)	Retired ($)(1)	Involuntary Termination W/Out Cause($)	Termination With Cause($)		Termination For Good Reason – No Change in Control($)	Death/ Disability ($)	Change in Control ($)(2)
Chris Morris(4)	Salary	—	—	1,500,000	—		1,500,000	1,500,000	—
	Bonus	—	—	—	—	(5)	—	—	—
	H & W Benefits	—	—	25,434	—		25,434	25,434	—
	Equity(3)	1,592,792	1,592,792	7,112,961	—		7,112,961	14,060,363	14,060,363
Michael Quartieri	Salary	—	—	530,000	—		530,000	530,000	—
	Bonus	—	—	—	—	(5)	—	—	—
	H & W Benefits	—	—	24,578	—		24,578	24,578	—
	Equity(3)	417,446	417,446	1,821,378	—		1,821,378	3,511,802	3,511,802
John B. Mulleady	Salary	—		452,750	—		452,750	452,750	—
	Bonus	—	—	—	—	(5)	—	570,814	—
	H & W Benefits	—	—	14,603	—		14,603	14,603	—
	Equity(3)	2,845,348	5,903,326	2,393,973	—		539,779	5,230,764	3,209,072
Megan Tobin	Salary	—	—	375,000	—		375,000	375,000	—
	Bonus	—	—	—	—	(5)	—	—	—
	H & W Benefits	—	—	25,434	—		25,434	25,434	—
	Equity(3)	—	—	114,308	—		114,308	1,143,448	114,308
Tony Wehner(4)	Salary	—	—	450,000	—	(5)	400,000	400,000	—
	Bonus	—	—	—	—		—	—	—
	H & W Benefits	—	—	24,578	—		24,578	24,578	—
	Equity(3)	313,482	313,482	1,304,043	—		1,304,043	2,646,452	2,646,452

(1)Mr. Mulleady is eligible for retirement and Messrs. Morris, Quartieri and Wehner and Ms. Tobin are not eligible for retirement.

(2)Under the terms of their employment agreements, a change of control event is not specifically called out; as such any termination following a change of 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 2023 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 Friday, February 2, 2024, the last business day of the 2023 fiscal year at the closing price ($55.19) without any deduction for taxes withheld; where equity is based on future actual performance, target performance is assumed; and where vesting is continued, the value of future installments is assumed at the $55.19 closing price without any deduction for taxes withheld.

(4)Mssrs. Morris and Wehner deferred compensation is outlined under 202 3 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.

⁽¹⁾
Dave & Buster’s Entertainment, Inc			~~Accrued and unpaid non-equity incentive compensation payable assuming target performance in 2015 pursuant to our Executive Incentive Plan.~~46

~~Equity Compensation Plan Information~~

Table of Contents


Equity Compensation Plan Information

The following table sets forth information concerning the shares of common stock ~~that may be issued upon exercise of options~~authorized under the ~~2010 Stock Incentive Plan and~~ the 2014 Stock Incentive Plan as of ~~January 31, 2016:~~

EQUITY COMPENSATION PLANS APPROVED BY
SECURITY HOLDERS
   NUMBER OF
SECURITIES TO
BE ISSUED
UPON EXERCISE
OF
OUTSTANDING
OPTIONS,
WARRANTS AND
RIGHTS

WEIGHTED-
AVERAGE
EXERCISE PRICE
OF
OUTSTANDING
OPTIONS,
WARRANTS AND
RIGHTS

NUMBER OF
SECURITIES
REMAINING
AVAILABLE FOR
FUTURE
ISSUANCE
UNDER EQUITY
COMPENSATION
PLANS

2010 Stock Incentive Plan
   2,341,825    $ 5.05    —
2014 Stock Incentive Plan
   758,914 ⁽¹⁾ $                 21.72 ⁽²⁾ 2,330,036


Total plans
           3,100,739    $ 9.13 ⁽²⁾             2,330,036

⁽¹⁾

Includes 59,735 performance-based restricted stock units and assumes shares issued upon vesting of performance-based units vest at 100% of target number of units. Actual number of shares issued on vesting of performance units could be a minimum award level of 50% of target, but zero payout is possible if threshold measures are not met. The award level is based on actual performance over the three-year vesting period compared to target performance.

⁽²⁾

February 4, 2024:


EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS		WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS			NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS
2014 Stock Incentive Plan	2,323,997	(1)	$	42.96	(2)	1,868,602

(1)Includes 1,147,994 PSUs and 10,608 MSUs. Assumes shares issued upon vesting at range of 100% to 200% of target number of units. Actual number of shares issued on vesting of PSUs could be a minimum award level of 50% for PSUs and 0% for MSUs to a maximum award level of 200% of target, but for PSUs, zero payout is possible if threshold measures are not met. The award level for PSUs is based on actual performance over the three-year vesting period compared to target performance. The award level for MSUs is based on actual performance over a one-year performance period and three-year vesting period.

(2)The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the ~~shares of our common stock underlying restricted stock units, which have no exercise price.~~

~~TRANSACTIONS WITH RELATED PERSONS~~

~~Relationship with Oak Hill Capital Partners~~

Our Directors, J. Taylor Crandall, Kevin M. Mailender and Tyler J. Wolfram are Partners of Oak Hill. Our Director, David A. Jones is a Senior Advisor to Oak Hill’s private equity funds and our Director, Alan J. Lacy, served as a Senior Advisor to Oak Hill’s private equity funds until December 2014.

~~Stockholders’ Agreement~~

In October 2014, we and the Oak Hill Funds entered into a stockholders’ agreement. Our Board of Directors currently has ten directors. The stockholders’ agreement provides that the Oak Hill Funds (or one or more of their affiliates, to the extent assigned thereto), individually or in the aggregate, are entitled to designate directors to serve on the Board of Directors proportionate to the Oak Hill Funds’ (or one or more of their affiliates, to the extent assigned thereto) aggregate ownership of the outstanding shares of our common stock ~~at any meeting~~underlying RSUs, PSUs or MSUs, which have no exercise price.


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Table of ~~stockholders at which directors are to be elected to~~Contents

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 ~~extent that the Oak Hill Funds do not have such proportionate number of director designees then serving~~Company, on the ~~Board~~one hand, and a director or executive officer of ~~Directors; provided~~the Company, a nominee for election as a director of the Company, any security holder of the Company that ~~for so long as the Oak Hill Funds (or one~~owns (owns of record or beneficially) five percent or more of any class of the Company’s voting securities and any immediate family member of any of the foregoing persons, on the other hand. The Related Party Transaction Policy is administered by our Audit Committee.

The Related Party Transaction Policy also supplements the provisions of our Code of Business Conduct and Ethics concerning potential conflict of interest situations, which, pursuant to its terms, provides that unless a written waiver is granted (as explained below), employees may not (a) perform services for or have a financial interest in a private company that is, or may become, a supplier, customer or competitor of us; (b) perform services for or own more than 1% of the equity of a publicly traded company that is, or may become, a supplier, customer or competitor of us or perform outside work or otherwise engage in any outside activity or enterprise that may interfere in any way with job performance or create a conflict with our best interests. Employees are under a continuing obligation to disclose to their ~~affiliates,~~supervisors any situation that presents the possibility of a conflict or disparity of interest between the employee and us. An employee’s conflict of interest may only be waived if both the legal department and the employee’s supervisor waive the conflict in writing. An officer’s conflict of interest may only be approved pursuant to the ~~extent assigned thereto), individually or~~Related Party Transaction Policy.

In fiscal 2023, the Company and its officers and directors did not engage in ~~the aggregate, own 5% or more~~any reportable related party transactions nor were any waivers granted on conflicts of the voting power of the outstanding shares of our common stock, the Oak Hill Funds are entitled to designate one director designee to serve on the Board of Directors at any meeting of stockholders at which directors are to be elected to the extent that the Oak Hill Funds do not have a director designee then serving on the Board of Directors. Such proportionate number of director designees is determined by taking the product of the Oak Hill Funds’ (or one or more of

their affiliates, to the extent assigned thereto) aggregate ownership interest in our Company multiplied by the then current number of directors on our Board of Directors (rounded up to the next whole number to the extent the product does not equal a whole number). The Oak Hill Funds’ director designees are currently J. Taylor Crandall, Kevin M. Mailender and Tyler J. Wolfram. The Oak Hill Funds have designated Mr. Mailender as its director designee at the Annual Meeting. The Oak Hill Funds are entitled to designate additional directors in order for the Oak Hill Funds to have their proportionate number of director designees. We will expand the size of our Board of Directors if necessary to provide for such proportionate representation.

Subject to applicable law and applicable NASDAQ rules, the stockholders’ agreement also provides that the Oak Hill Funds are entitled to nominate the members of the Nominating and Corporate Governance Committee up to a number of nominees not to exceed the number of directors designated by the Oak Hill Funds on the Board of Directors, and the remaining members will be nominated by the Board of Directors. In addition, subject to applicable law and applicable NASDAQ rules, each other committee of our Board of Directors, other than the Audit Committee, will consist of at least one member designated by the Oak Hill Funds. The stockholders’ agreement also provides that the Oak Hill Funds and their affiliates will be reimbursed for costs and out of pocket expenses incurred in connection with (i) counsel retained by the Oak Hill Funds to advise its nominees and/or us in connection with matters related to or arising out of meetings of the Board of Directors (or committees thereof) or otherwise raised by management, (ii) any review, amendment or enforcement of the stockholders’ agreement, (iii) the agreements entered into in connection with our initial public stock offering and transactions contemplated thereby and (iv) any of our regulatory filings involving the Oak Hill Funds or its affiliates. In furtherance of our amended and restated certificate of incorporation, the stockholders’ agreement provides that the Oak Hill Funds and their affiliates have no obligation to offer us an opportunity to participate in business opportunities presented to Oak Hill Funds or their respective affiliates even if the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses), and that neither the Oak Hill Funds nor their respective affiliates will be liable to us or our stockholders for breach of any duty by reason of any such activities unless, in the case of any person who is a director or officer of our company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as an officer or director of our company under the stockholders’ agreement. In addition, under the stockholders’ agreement, the Oak Hill Funds are granted access to our customary non-public information and members of our management team and are permitted to disclose our confidential information to their affiliates, representatives and advisors. The Oak Hill Funds and their affiliates are permitted to disclose our confidential information if requested or required by law. The Oak Hill Funds and their affiliates are also permitted to disclose our confidential information to any potential purchaser of us that executes a customary confidentiality agreement. The Oak Hill Funds, as part of a privately negotiated sale of its shares, may assign all or any portion of its rights under the stockholders’ agreement to any transferee. The stockholders’ agreement will terminate upon the written request of the Oak Hill Funds or at such time as the Oak Hill Funds own less than 5% of our common stock.

~~Registration Rights Agreement~~

In connection with our initial public stock offering in October 2014, we, the Oak Hill Funds and other of our stockholders prior to the initial public stock offering, including some of our directors and executive officers, entered into a registration rights agreement. The registration rights agreement provides that the Oak Hill Funds, under certain circumstances, have the ability to cause us to register our common equity securities under the Securities Act, and provide for procedures by which certain

of our equity holders may participate in such registrations. The Oak Hill Funds have an unlimited amount of demand registrations and all holders of registrable securities have customary piggyback registration rights providing them with the right to require us to include shares of common stock held by them in applicable registrations. The Oak Hill Funds may assign, to any of their respective affiliates or as part of a privately negotiated sale of their respective shares, in each case, all or any portion of their rights under the registration rights agreement to any transferee who agrees to be bound by the agreement.

interest.

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 31, 2016.~~February 4, 2024. We have also discussed with KPMG the matters required to be discussed by ~~Statement on~~ Auditing ~~Standards~~Standard No. ~~16, as amended,~~1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, have considered the compatibility 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.

~~Kevin M. Sheehan, Chair~~

~~Michael J. Griffith~~

~~Jonathan S. Halkyard~~


			Atish Shah, Chair
			Hamish A. Dodds
			Gail Mandel
			March 27, 2024


Dave & Buster’s Entertainment, Inc			48

Table of Contents

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the ~~Securities and~~ Exchange Act ~~of 1934~~ and SEC rules require our directors, executive officers and persons who own more than 10% of any class of our common stock to file reports of their ownership and changes in ownership of our common stock with the Securities and Exchange Commission. ~~Based solely~~During fiscal 2023, the Company believes that all reports were timely filed by its directors and executive officers except for the following filings: on ~~our review~~December 15, 2023, a separate Form 4/A was filed for each of Messrs. Morris, Quartieri, Bautista, Klohn, Lehner, Mulleady, and Wehner correcting an error in the ~~reports~~amount of stock options granted to each individual shown on a Form 4 originally filed ~~during 2015, and~~ on ~~written representations from such reporting persons, we determined that no~~April 24, 2023 for each person.

SHAREHOLDER PROPOSALS

Rule 14-8 Shareholder Proposals. Shareholder proposals, including director ~~executive officer or beneficial owner of more than 10% of any class of our common stock failed to file in a timely basis during 2015.~~

~~STOCKHOLDER PROPOSALS~~

~~Stockholder proposals~~nominees, for inclusion in the Company’s Proxy Statement and a form of proxy relating to the Company’s ~~2017~~2025 annual meeting of ~~stockholders~~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 January 9, 2025 (the 120th day before the one-year anniversary date of the release of this Proxy Statement to shareholders). Any matter so submitted must comply with the other provisions of the Company’s bylaws (current copies of the Company’s bylaws are available at no charge from the Secretary of the Company and may also be found in the Company’s public filings with the SEC) and be submitted in writing to the Secretary at the principal executive offices. The submission of a shareholder proposal pursuant to Rule 14-8 does not guarantee that it will be included in the Company's proxy statement and form of proxy.

Advance Notice of Shareholder Proposals or Nominations. In addition, to properly bring any shareholders proposals, including director nominees, at the Company’s 2025 annual meeting of shareholders, shareholders must provide written notice of such proposal to the Secretary of the Company at the principal executive offices of the Company no later than the close of business on March ~~8, 2017,~~22, 2025 (the 90th day before the one-year anniversary date of the Annual Meeting), and not earlier than the close of business on February ~~18, 2017, assuming~~21, 2025 (the 120th day before the ~~Company does not change the~~anniversary date of the ~~2017 annual meeting of stockholders by more than 30 days before or 90 days after the anniversary of the 2016~~ Annual ~~Meeting.~~Meeting). Any ~~matter~~written notice so submitted must contain a brief description of the business to be brought before the 2025 Annual Meeting and the reasons for conducting such business at the meeting, as well as must comply as to form and substance with the other provisions of the Company’s bylaws and must be submitted in writing to the Secretary at the principal executive offices.

Compliance with Universal Proxy Rules for Director Nominations. In addition to satisfying the requirements set forth above, if a shareholder intends to comply with the universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the shareholder must provide written notice that sets forth the information required by Rule 14a-19 under the Exchange Act to the Secretary of the Company at the principal executive offices of the Company no later than the close of business on April 21, 2025 (the 60th calendar day before the one-year anniversary date of the Annual Meeting).

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.


Dave & Buster’s Entertainment, Inc			49

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We will provide, without charge, on the written request of any ~~stockholder,~~shareholder, a copy of our ~~2015~~2023 Annual Report on Form 10-K and Proxy Statement. ~~Stockholders~~Shareholders should direct such requests to the Company’s Corporate Secretary at ~~2481 Mañana Drive, Dallas, TX 75220.~~1221 S. Belt Line Road, #500, Coppell, Texas 75019. Our SEC filings are available to the public inon the SEC’s website atwww.sec.gov or at~~www.daveandbusters.com.~~http://ir.daveandbusters.com. Our ~~2015~~2023 Annual Report on Form 10-K and other information on our website and the SEC’s website are not incorporated by reference in this Proxy Statement.

~~APPENDIX~~


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Table of Contents
DAVE & BUSTER’S ENTERTAINMENT, INC.
PROXY STATEMENT

FAQ’S A

~~Set forth below~~BOUTTHE MEETINGAND VOTING


Why did you send this Proxy Statement to me?

Our Board of Directors is soliciting this proxy for use at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 20, 2024, at 8:30 a.m. Central Daylight Time. We posted this Proxy Statement and the accompanying proxy on or about May 8, 2024, to our website at www.daveandbusters.com, and mailed notice on or about May 8, 2024 to all shareholders entitled to vote at the Annual Meeting.


Why are you holding the Annual Meeting virtually?

We are ~~proposed changes~~able to ~~Article V, Section (D)~~take advantage of the latest technology to conduct the Annual Meeting virtually eliminating many of the costs associated with a physical meeting. In addition, we anticipate that a virtual meeting will provide greater accessibility for shareholders, encourage shareholder participation from a broader geographic scope and improve our ability to communicate more effectively with our shareholders 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.


How do I participate and vote my shares in a virtual Annual Meeting?

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/MYW7T2Y. 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.


How do I register to attend the Annual Meeting virtually on the Internet?

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/MYW7T2Y.

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


Dave & Buster’s Entertainment, Inc			51

Table of Contents

p.m., Eastern Time, on June 14, 2024. 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


What if I have trouble accessing the Annual Meeting virtually?

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.


Can a guest participate in the meeting?

Only holders of record of our common stock at the close of business on April 25, 2024, 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/MYW7T2Y. Guests will not be allowed to vote or submit questions.


Who is allowed to vote?

Only holders of record of our common stock at the close of business on April 25, 2024, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on April 25, 2024, we had 40,396,822 shares of common stock outstanding and entitled to vote.


How many votes do I have?

Holders of the Company’s ~~Second Restated~~common stock are entitled to one vote for each share held as of the close of business on the record date, April 25, 2024.


What constitutes a quorum?

A quorum is required for our shareholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and ~~Amended Certificate~~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 ~~Incorporation. Addition~~business. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.


What is the purpose of the Annual Meeting?

The purpose of ~~new text~~the Annual Meeting is ~~indicated by underlining~~to:

•Elect eight (8) directors (Pages 6-11);

•Vote on ratification of the selection of KPMG LLP as our independent registered public accounting firm for the 2024 Fiscal Year (Page 12);

•Cast an advisory vote on executive compensation (Page 13); and ~~deletion~~


Dave & Buster’s Entertainment, Inc			52

Table of ~~existing text is indicated by a strike-through.~~

~~ARTICLE V~~

~~MANAGEMENT~~

~~(D) Removal.AtContents~~

~~•Conduct any other business properly brought before the meeting ~~called expressly for that purpose,~~or any~~ ~~Any director~~ adjournment or ~~the entire Board~~ ~~may be removed,~~~~but only with Cause (defined below)with or without cause,~~ by~~~~the~~postponement thereof.~~


What vote is required to approve each proposal?

~~–Proposal No. 1 – Election of Directors:~~

The affirmative vote of the holders of a majority of the ~~remaining members~~votes cast at the Annual Meeting, participating online during the meeting or represented by proxy, is required to elect each of the ~~Board or~~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 ofa majority in voting power of the ~~shares then~~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 ~~election of directors.~~~~at least sixty-six and two-thirds percent (66~~²/₃%)advisory, non-binding vote, requires the affirmative vote of the ~~then outstanding~~holders of a majority in voting ~~stock~~power of ~~the Corporation then~~stock entitled to vote at anthe 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.


How do I vote my shares if I am the registered holder?

If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote 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, ~~voting together~~and as a ~~single class.~~

~~~~“Cause” shall~~vote “for” election to the Board of all nominees presented by the Board.~~


How do I vote my shares if they are held in “street name”?

If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares; this is commonly referred to as holding shares in “street name”. You may be ~~deemed~~able to ~~exist~~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 ~~if: (i) such director has been indicted~~item on the agenda for ~~or convicted of, has pleaded guilty or~~~~nolo contendere~~ ~~to, or such director is granted immunity to testify where another has been convicted of, a felony, (ii) such director has willfully failed to perform his duties, has been grossly negligent in~~ the ~~performance of his duties or has engaged in willful or serious misconduct in a matter~~Annual Meeting that is ~~injurious~~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 ~~Corporation,~~unvoted shares are referred to as “broker non-votes.”


What happens if not enough votes are received in time?

In the event that sufficient votes in ~~each case as determined by a court~~favor of ~~competent jurisdiction or~~the proposals are not received by the ~~affirmative vote of at least a majority~~date of the ~~other members~~Annual Meeting, the Chair of the ~~Board at any regular or special meeting~~Annual Meeting may adjourn the Annual Meeting to permit further solicitations of the Board called for such purpose, (iii) such director has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to perform as a director of the Corporation, or (iv) such director has been found by a court of competent jurisdiction or by the affirmative vote of at least a majority of the other members of the Board at any regular or special meeting of the Board called for such purpose to have breached such director’s duty of loyalty to the Corporation or its stockholders or to have engaged in any transaction with the Corporation from which such director derived an improper personal benefit. No director of the Corporation so removed may be nominated, re-elected or reinstated as a director of the Corporation so long as the cause for removal continues to exist.

proxies.

Dave & Buster’s Entertainment, ~~Inc.~~

Inc

Table of Contents


How do you know I voted over the telephone or internet?

The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly.

~~IMPORTANT ANNUAL MEETING INFORMATION~~

Does it cost to vote over the telephone or internet?

Shareholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, which must be borne by the shareholder.


~~Using a~~~~black ink~~ ~~pen, mark your votes with an~~X ~~as shown in this example. Please do not write outside~~Who pays for the ~~designated areas.~~				x		solicitation of proxies and how are they solicited?

The expenses of soliciting proxies to be voted at the Annual Meeting will be paid by the Company. Following the original distribution of the proxies and other soliciting materials, the Company and/or its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone, or email. Following the original distribution of the proxies and other soliciting materials, we will request that banks, brokers and other nominees distribute the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in distributing soliciting materials to their clients.

~~Annual Meeting Proxy Card~~

May I revoke my proxy?

Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by a writing delivered to the Company stating that the proxy is revoked, by (a) a subsequent proxy that is submitted via telephone or Internet no later than 1:00 a.m., Central Daylight Time, on June 20, 2024, (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.

q ~~PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

What is householding?


A		~~Proposals — The Board~~ 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 ~~Directors recommends a voteFOR~~ ~~all the nominees listed,FOR~~ ~~Proposal 2, 3 and 4 and 1 year on Proposal 5.~~

~~1. Election of Directors:~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~01 - Michael J. Griffith~~

~~02 - Jonathan S. Halkyard~~

~~03 - David~~ ~~A. Jones~~

~~04 - Stephen M. King~~

~~05 - Alan J. Lacy~~

~~06 - Kevin M. Mailender~~

~~07 - Patricia H. Mueller~~

~~08 - Kevin M. Sheehan~~

~~09 - Jennifer Storms~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~2. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm~~

~~3. To amend the Certificate of Incorporation of the Company~~

~~1 Year~~

~~2 Years~~

~~3 Years~~

~~Abstain~~

~~4. Advisory approval of executive compensation~~

~~5. Advisory approval of the frequency of votes on executive compensation~~


B		~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

~~Date (mm/dd/yyyy) — Please print date below.~~

~~Signature 1 — Please keep signature within the box.~~

~~Signature 2 — Please keep signature within the box.~~


~~/ /~~

~~02C8YB~~

~~Important notice regarding the~~ Internet Availability of Proxy Materials, ~~for~~as applicable, unless we receive contrary instructions from one or more of the ~~Annual Meeting~~shareholders. If you wish to opt out of ~~Stockholders.~~

~~The Proxy Statement~~householding and ~~Annual Report on Form 10-K are available at:~~

~~www.edocumentview.com/play~~

q ~~PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

~~Proxy —~~receive multiple copies of the proxy materials at the same address, or if you have previously opted out and wish to participate in householding, you may do so by notifying us by mail at Dave & Buster’s Entertainment, Inc.

~~Notice of 2016 Annual Meeting of Shareholders~~

~~Proxy Solicited~~, 1221 S. Belt Line Road, #500, Coppell, Texas 75019; Attn: Investor Relations or by ~~Board of Directors for Annual Meeting — June 16, 2016~~

~~Brian A. Jenkins and Stephen M. King, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares~~email at investorrelations@daveandbusters.com. You may also request additional copies of the ~~undersigned,~~proxy materials by notifying us in writing at the same address or email address. Shareholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding.


May I receive paper copies of the proxy materials?

Beginning on May 8, 2024, we mailed to all ~~the powers which the undersigned would possess if personally present,~~shareholders entitled to vote at the Annual Meeting a Notice Regarding the Availability of ~~Stockholders~~Proxy Materials with instructions on how to access our proxy materials over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of ~~Dave & Buster’s Entertainment, Inc. to be held on June 16, 2016~~the proxy materials, you may notify us at the email address and mailing address provided above.


Dave & Buster’s Entertainment, Inc			54

Table of Contents


How will my proxy get voted?

If you vote over the phone or ~~at any postponement~~the internet or ~~adjournment thereof.~~

~~Shares represented by this~~properly fill in and return a paper proxy card (if requested), the designated proxies (Chris Morris and Bryan McCrory) will ~~be voted~~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 ~~stockholder. If no such directions are indicated, the Proxies will have authority to vote~~ Board of Directors as follows:

FOR ~~the Election~~election of ~~Nine Directors,~~ all eight (8) nominees for director;

FOR ~~the Ratification of Appointment~~ratification of KPMG LLP as ~~Independent Registered Public Accounting Firm,~~ our independent registered public accounting firm for fiscal 2024; and

FOR ~~the Amendment~~approval, in an advisory, non-binding vote, of the ~~Certificate~~compensation of ~~Incorporation~~our named executive officers.


How will voting on “any other business” be conducted?

Although we do not know of ~~the Company, FOR the advisory approval of executive compensation, FOR the advisory approval of One Year as the frequency of votes on executive compensation.~~

~~In their discretion, the Proxies are authorized to vote upon such other~~any business ~~as may properly come before the meeting.~~

~~(Items~~ to be ~~voted appear on reverse side.)~~


~~Using a~~~~black ink~~ ~~pen, mark your votes with an~~X ~~as shown in this example. Please do not write outside the designated areas.~~		x


~~Electronic Voting Instructions~~

~~Available 24 hours a day, 7 days a week!~~

~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~

~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~

~~Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on June 16, 2016.~~


		~~Vote by Internet~~
		~~• Go to~~~~www.envisionreports.com/play~~
		~~• Or scan the QR code with your smartphone~~
		~~• Follow the steps outlined on the secure website~~


~~Vote by telephone~~

•		~~Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone~~

•		~~Follow the instructions provided by the recorded message~~

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q


A		~~Proposals — The Board of Directors recommends a voteFOR~~ ~~all the nominees listed,FOR~~ ~~Proposal 2, 3 and 4 and 1 year on Proposal 5.~~

~~1. Election of Directors:~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~For~~

~~Withhold~~

~~01 - Michael J. Griffith~~

~~02 - Jonathan S. Halkyard~~

~~03 - David A. Jones~~

~~04 - Stephen M. King~~

~~05 - Alan J. Lacy~~

~~06 - Kevin M. Mailender~~

~~07 - Patricia H. Mueller~~

~~08 - Kevin M. Sheehan~~

~~09 - Jennifer Storms~~

~~For~~

~~Against~~

~~Abstain~~

~~For~~

~~Against~~

~~Abstain~~

~~2. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm~~

~~3. To amend the Certificate of Incorporation of the Company~~

~~1 Year~~

~~2 Years~~

~~3 Years~~

~~Abstain~~

~~4. Advisory approval of executive compensation~~

~~5. Advisory approval of the frequency of votes on executive compensation~~


B		~~Non-Voting Items~~


~~Change of Address~~ ~~— Please print your new address below.~~	~~Comments~~ ~~— Please print your comments below.~~	~~Meeting Attendance~~
		~~Mark the box to the right if you plan to attend the Annual Meeting.~~	¨
			¨

~~Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below~~

~~Date (mm/dd/yyyy) — Please print date below.~~

~~Signature 1 — Please keep signature within the box.~~

~~Signature 2 — Please keep signature within the box.~~


~~/ /~~

~~02C8XB~~

~~2016 Annual Meeting Admission Ticket~~

~~2016 Annual Meeting of~~

~~Dave & Buster’s Entertainment, Inc. Stockholders~~

~~Thursday, June 16, 2016, 8:30 a.m. Local Time~~

~~Westin O’Hare Hotel~~

~~6100 N. River Road, Rosemont, IL 60018~~

~~Upon arrival, please present this admission ticket~~

~~and photo identification at the registration desk.~~

~~Important notice regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders.~~

~~The Proxy Statement and Annual Report on Form 10-K are available at:~~

~~www.envisionreports.com/play~~

q ~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~ q

~~Proxy — Dave & Buster’s Entertainment, Inc.~~

~~Notice of 2016 Annual Meeting of Shareholders~~

~~Proxy Solicited by Board of Directors for Annual Meeting — June 16, 2016~~

Brian A. Jenkins and Stephen M. King, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present,considered at the Annual Meeting ~~of Stockholders of Dave & Buster’s Entertainment, Inc.~~other than the proposals described in this Proxy Statement, if any additional business is properly brought before the Annual Meeting, your signed or electronically transmitted proxy card gives authority to the designated proxies to vote on such matters in their discretion.


Who will count the votes?

We have hired a third party, Computershare, to be ~~held on June 16, 2016~~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.


Where can I find the final voting results of the Annual Meeting?

We will announce general voting results at ~~any postponement~~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.


May shareholders ask questions at the Annual Meeting?

Yes, our representatives will answer your questions after the conclusion of the formal business of the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, we may impose certain procedural requirements, such as limiting repetitive or ~~adjournment thereof.~~

~~Shares represented by~~follow-up questions, limiting the amount of time for questions, or requiring questions to be submitted in writing.


How long may I rely upon the information in this Proxy Statement? May I rely upon other materials as well regarding the Annual Meeting?

You should rely upon the information contained in this ~~proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority~~Proxy Statement to vote ~~FOR~~on the ~~Election~~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 8, 2024. You should not assume that the information contained in this Proxy Statement is accurate as of ~~Nine Directors, FOR~~any date other than such date, unless otherwise indicated in this Proxy Statement, and the ~~Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm, FOR the Amendment~~mailing of the ~~Certificate~~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 ~~Incorporation~~this Proxy Statement and the date of the ~~Company, FOR the advisory approval~~Annual Meeting.


Dave & Buster’s Entertainment, Inc			55

Table of ~~executive compensation, FOR the advisory approval~~Contents

Table of ~~One Year as the frequency of votes on executive compensation.~~

~~In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.~~

~~(Items to be voted appear on reverse side.)~~

Contents


¨o						Preliminary Proxy Statement

¨o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x						Definitive Proxy Statement

¨o						Definitive Additional Materials

¨o						Soliciting Material ~~under~~Under Rule 14a-12


x
x	No fee required.

¨o			~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

¨	Fee paid previously with preliminary materials.

¨o			~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~0-11.

	6.	•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/MYW7T2Y

Who Can Vote:

Only shareholders of record at the close of business on April 25, 2024, are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.


Date:	Thursday June 20, 2024	Voting Only shareholders as of the Record Date (April 25, 2024) are entitled to vote. Participating Online during the Annual Meeting If you are a registered shareholder (the shares are held in your name), you register by following the instructions set forth at www.meetnow.global/MYW7T2Y or in the FAQs section of this Proxy Statement (page 51). If you are a beneficial shareholder (the shares are held in the name of your bank, brokerage firm or other nominee), you will need to obtain a “legal proxy” from the registered shareholder (your bank, brokerage firm or other nominee) to register to vote at the annual meeting and follow the instructions set forth in the FAQs section of this Proxy Statement (page 51).

Time:	8:30 a.m. Central Daylight Time

Place:	The Annual Meeting will be held virtually.

Webpage:	www.meetnow.global/MYW7T2Y

Record Date:	April 25, 2024


üIndependent Chair of the Board			üStrong Director Attendance Record
üAudit, Compensation, and Nominating and Corporate Governance Committees comprised of only Independent Directors			üShare Ownership Requirements for Directors and Top Officers
üRegular Executive Sessions of Independent Directors			üDirector Overboarding Policy
üDiverse Board			üMandatory Director Retirement Age
üCommitment to Board Refreshment			üAnnual Board and Committee Evaluations
üAnnual Director Elections			üContinued Engagement with Our Shareholders
üMajority Voting in Uncontested Director Elections			üNo Shareholder Rights Plan
üCommitment to Director Education


			DAVE & BUSTER’S ENTERTAINMENT, INC. 1221 S. Belt Line Road, #500 Coppell, Texas 75019


The Company’s Proxy Statement and Annual Report on Form 10-K are available at http://edocumentview.com/play.


	Page
202 4 Proxy Statement Summary			~~Page~~ 1

~~The Meeting~~		1

Proposal No. 1 – Election of Directors		4 6

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm			8 13

Proposal No. 3 ~~– To Amend Our Second Amended and Restated Certificate of Incorporation to Allow Removal of Directors With or Without Cause by Vote of a Majority of Stockholders~~		9

~~Proposal No. 4~~ – Advisory Vote on Executive Compensation		10 14

~~Proposal No. 5 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation~~		11

Directors and Corporate Governance		12 15
Composition and Board Independence	15
Corporate Governance	15
The Board’s Role in Risk Oversight	16
Succession Planning	16
Board of Directors Leadership Structure	16
Director Compensation	16
Director Stock Ownership Guidelines	18
Policy Regarding Shareholder Recommendations for Director Candidates	19
Director Qualifications	19
Current Nominations	19
Code of Business Conduct and Ethics and Whistle Blower Policy	20
Compensation Committee Interlocks and Insider Participation	20
Communications with the Board of Directors	20

Security Ownership of Certain Beneficial Owners and Management			18 21

Executive Officers			21 23

Executive Compensation			23 26
Compensation Discussion and Analysis	26
Business, Strategy & Performance Highlights for Fiscal Year 2023	26
Compensation Philosophy and Overall Objectives of Executive Compensation Programs	26
Compensation Practices	28
Shareholder Say-on-Pay Vote for 202 3 and Compensation Actions Taken	28
Procedures for Determining Compensation	28
Pay for Performance Alignment	29
Elements of Compensation	30
Deductibility of Executive Compensation	33
CEO Pay Ratio	33
Stock Ownership Guidelines for Officers	33
Clawback Policy	34
Risk Assessment Disclosure	34
Compensation Committee Report	34

202 3 Summary Compensation Table	35
Grants of Plan-Based Awards in Fiscal 2023	36
Outstanding Equity Awards at Fiscal Year End 2023	36
Fiscal 202 3 Option Exercises and Stock Vested	38
202 3 Nonqualified Deferred Compensation	38


	Page
Pay v Performance Disclosure	40
Employment Agreements	43
Potential Payments upon Termination or Change -in-Control	43
Equity Compensation Plan Information	47

Transactions with Related Persons			43 48

Report of the Audit Committee			45 48

Section 16(a) Beneficial Ownership Reporting Compliance			45 49

Shareholder Proposals	49
~~Stockholder Proposals~~			46

Other Business		46 49

Where You Can Find More Information	50

FAQs	46 51


Information about the Board of Directors at 2023 Fiscal Year End:


I	–	Independent Director
LID	–	Lead Independent Director
CEO	–	Chief Executive Officer
COB	–	Chair of the Board
C	–	Committee Chair
M	–	Committee Member
(1)	–	As a non-independent member of the Board, Mr. Morris does not serve on any committees.
(2)	–	Mr. Sheehan is our independent Chair of the Board.


Board Skills and Core Competencies of Current Board Members:


Fiscal 2023 Executive Compensation Highlights and Key Practices:


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


Shareholders Action


Fiscal 2023 Corporate Social Responsibility Highlights:

~~(4)~~
Hamish A. Dodds
DIRECTOR SINCE: 2017			AGE: 67
COMMITTEES: Audit & Finance			DIRECTOR STATUS:INDEPENDENT
RECENT POSITION:
–President and Chief Executive Officer of Hard Rock International, an owner, operator, and franchisor of restaurants, hotels, casinos, and live music venues in over seventy countries, from 2004-February 2017. Leadership, Strategy, Operations, Finance, Global, Franchise, Entertainment, Gaming, Food & Beverage
PRIOR BUSINESS EXPERIENCE:
–cbc (The Central American Bottling Corporation) (also known as CabCorp), a multi-Latin beverage company in more than 33 countries with strategic partners PepsiCo, Ambev and Beliv: •Chief Executive Officer (2002-2003) •Non-executive Director (2003-2010) Leadership, Strategy, Board Governance, Global, Distribution, Food & Beverage – PepsiCo, Inc., a multinational food, snack and beverage corporation: •Various management and financial positions including Division President and General Manager for beverage operations across Latin America, Europe and Middle East/North Africa (1989-2002) Accounting, Finance, Food & Beverage, Operations, Global –The Burton Group (now Arcadia Group) (an UK multinational retailing company) and Overseas Containers, Ltd. (an UK container shipping company): •Multiple management and financial positions (1982-1989) Accounting, Finance, Consumer Goods, Retail
PUBLIC COMPANY BOARDS:
– Current: Dave & Buster’s Entertainment, Inc. –Past 5 years: Pier 1 Imports, Inc. (2010-2020)
OTHER POSITIONS/MEMBERSHIPS:
–Fellow Member, Chartered Management Accountants
EDUCATION:
–B.A. Business Studies, Robert Gordon University, Scotland
ACCOLADES:
–Honorary Doctorate, Business Administration, Robert Gordon University (2011)


Michael J. Griffith
DIRECTOR SINCE: 2011			AGE: 67
COMMITTEES: Compensation & Nominating and Corporate Governance			DIRECTOR STATUS: INDEPENDENT
PRIOR BUSINESS EXPERIENCE:
–Activision Blizzard, Inc., a worldwide online, personal computer, console, handheld, and mobile game publisher: •Vice Chair (March 2010-August 2016) Leadership, Strategy, Board/Governance –Activision Publishing, Inc. (prior to merger with Blizzard Entertainment, Inc.), one of the world’s largest third-party video game publishers: •President and Chief Executive Officer (June 2005-March 2010) Leadership, Strategy, Finance, ~~Committee~~Amusements/Gaming, Operations, Entertainment –The Procter & Gamble Company, a multinational consumer goods corporation: •Various executive positions, including President of the Global Beverage Division, Vice President and General Manager of Coffee Products, and Vice President and General Manager of Fabric & Home Care—Japan and Korea and Fabric & Home Care Strategic Planning—Asia (1981-2005) Leadership, Strategy, Global, Consumer Goods, Consumer Insights/Marketing
PUBLIC COMPANY BOARDS:
–Current: Dave & Buster’s Entertainment, Inc.			Central Garden & Pet Company
EDUCATION:
–B.A. Mathematics, Computational Math, and Economics, Albion College, MI			–M.B.A. Finance and Strategic Planning, University of Michigan


James P. Chambers
DIRECTOR SINCE:2020		AGE:38
COMMITTEES:Compensation & Finance		DIRECTOR STATUS:INDEPENDENT
CURRENT POSITION:
–Co-Founder and Partner of Hill Path Capital, LP, a private investment firm investing in the equity and debt of public and private companies since 2016. Leadership, Strategy, Investments, Leisure & Hospitality, Entertainment, Finance and Governance
PRIOR BUSINESS EXPERIENCE:
–Apollo Global Management, Inc. a global alternative investment management firm: •Principal (2011-2016) Leadership, Strategy, Leisure & Hospitality, Entertainment, Finance and Governance –Goldman Sachs & Co., Inc, a multinational investment bank and financial services company: •Analyst, Consumer Retail Group, Investment Banking Division (2009-2011) Leadership, Strategy, Retail, Investment, Finance, Food & Beverage
PUBLIC COMPANY BOARDS:
–Current: Dave & Buster’s Entertainment, Inc.		United Parks & Resorts, Inc.
OTHER COMPANY BOARDS:
–Prior: CEC Entertainment	Great Wolf Resorts, Inc.	Principal Maritime Tankers Corp.	Principal Chemical Carriers, LLC
EDUCATION:
–B.A. Political Science and Certificate in Markets and Management, Duke University

~~(7)~~
Gail Mandel
DIRECTOR SINCE: 2022			AGE: 55
COMMITTEES: Audit & Nominating and Corporate Governance			DIRECTOR STATUS: INDEPENDENT
CURRENT POSITIONS:
–Managing Director of Focused Point Ventures, LLC, a business advisory and consulting services organization since 2019. Leadership, Strategy, Investments, and Finance –Chair/Executive Chair of the Board of PureStar, a provider of laundry services and linen management to the hospitality industry since March 2020 and board member since August 2019. Leadership, Strategy, Finance, ~~Committee~~

Hospitality, Governance
PRIOR BUSINESS EXPERIENCE:
–Wyndham Worldwide: •President and Chief Executive Officer of Wyndham Destination Network (f/k/a Wyndham Exchange & Rentals), an operating division of Wyndham Worldwide and a provider of professionally managed, unique vacation accommodations (November 2014-June 2018) •Chief Operating Officer and Chief Financial Officer of Wyndham Exchange & Rentals (March-November 2014) •Executive Vice President, Chief Financial Officer of Wyndham Exchange & Rentals (2010-2014) •Senior Vice President, Financial Planning & Analysis of Wyndham Worldwide (2006-2010) Leadership, Strategy, Finance, Investments, Operations, Global, Technology –Cendant Corporation, a provider of business and consumer services primarily in real estate and travel industries: •Various executive positions, including Senior Vice President, Chief Financial Officer and Controller of Hospitality Services Division (1993-2006) •Various positions of HFS (formerly Hospitality Franchise Systems, Inc. and predecessor to Cendant Corporation (1993-1997) Leadership, Strategy, Finance, Accounting, Hospitality, Franchise
PUBLIC COMPANY BOARDS:
–Current: Dave & Buster’s Entertainment, Inc.			Sabre Corporation
OTHER POSITIONS/MEMBERSHIPS:
–Certified Public Accountant (State of New York, Inactive)
EDUCATION:
– B.B.A., Public Accounting, summa cum laude from Pace University			–Global Leaders Program, The Wharton School, University of Pennsylvania
ACCOLADES:
–Named one of the 30 Most Influential Women in Hospitality (2017) – Recipient of Highest Leaf Award from Women’s Venture Fund (2016)


Chris Morris
DIRECTOR SINCE: 2022			AGE: 53
COMMITTEES: None			DIRECTOR STATUS: Management
CURRENT POSITIONS:
–Chief Executive Officer for Dave & Buster's Entertainment, Inc., since June 2022. Leadership, Strategy, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global
PRIOR BUSINESS EXPERIENCE:
–Main Event Entertainment, Inc., a leading provider of family-focused location-based entertainment and dining: •President and Chief Executive Officer (March 2018-June 2022) Leadership, Strategy, Finance, Investments, Operations, Global, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights –California Pizza Kitchen, a casual dining restaurant chain specializing in California style pizza: •President (2014-2018) Leadership, Strategy, Finance, Investments, Operations, Global, Food & Beverage, Marketing, Consumer Insights –On the Border Mexican Grill & Cantina, a casual dining restaurant chain specializing in Tex-Mex style food: •Chief Financial Officer (2010-2014) Leadership, Strategy, Finance, Investments, Global, Food & Beverage, Marketing, Consumer Insights –CEC Entertainment, Inc., the owner and operator of the Chuck E. Cheese family entertainment and dining brand: •Chief Financial Officer (2004-2010) Leadership, Strategy, Finance, Investments, Operations, Global –NPC International, one of the largest franchisees of Pizza Hut and Wendy's: •Various positions including Senior Director of Finance (1999-2004) Leadership, Strategy, Finance, Investments, Operations, Global –Applebee's International, Inc., a casual dining restaurant company: •Various finance positions (1996-1999) Leadership, Strategy, Finance, Hospitality, Franchise
PUBLIC COMPANY BOARDS:
–Current: Dave & Buster’s Entertainment, Inc.
EDUCATION:
– B.S., Accounting, Missouri State University			–M.B.A. University of Kansas


Atish Shah
DIRECTOR SINCE: 2021		AGE: 51
COMMITTEES: Audit & Nominating and Corporate Governance		DIRECTOR STATUS: INDEPENDENT
CURRENT POSITION:
–Executive Vice President, Chief Financial Officer and Treasurer of Xenia Hotels & Resorts, Inc., a NYSE-listed REIT investing in luxury and upper upscale hotels and resorts since April 2016. Leadership, Strategy, Investments, Leisure & Hospitality, Finance and Governance
PRIOR BUSINESS EXPERIENCE:
–Hyatt Hotels Corporation, a global hospitality company managing and franchising luxury and business hotels, resorts and vacation properties: • Multiple leadership positions (2009-2016), including Senior Vice President & Interim CFO (2015-2016) and Senior Vice President, Strategy, FP&A, Investor Relations (2012-2016) Leadership, Strategy, Leisure & Hospitality, Franchising, Finance and Governance –Lowe Enterprises, a private real estate company managing more than $6 billion in assets. • Senior Vice President, Portfolio Management (2008-2009) Leadership, Strategy, Investment, Finance –Hilton Hotels Corporation, a global hospitality company managing and franchising a broad portfolio of hotels and resorts. •Multiple investor relations, finance and e-business positions (1998-2007) Strategy, Investment, Finance, E-Commerce, Leisure & Hospitality –Coopers & Lybrand, LLP (n/k/a PwC), a Big Eight public accounting firm. • Associate, Hospitality Consulting Practice (2008-2009) Investment, Finance
PUBLIC COMPANY BOARDS:
–Current: Dave & Buster’s Entertainment, Inc.
OTHER POSITIONS/MEMBERSHIPS:
– Director, Visit Orlando
EDUCATION:
– B.S. with honors, Cornell University	– M.M. Hospitality, Cornell University	–M.B.A.-The Wharton School, University of Pennsylvania


Kevin M. Sheehan
DIRECTOR SINCE: 2011			AGE: 70
COMMITTEES: Finance			DIRECTOR STATUS: Independent
CURRENT POSITIONS:
–Chair of the Board of Dave & Buster’s Entertainment, Inc. since April 2021 (and also served as Interim CEO from October 2021 to June 2022). Leadership, Strategy, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global –Chair and Principal Owner of Mellon Stud Ventures, a family investment company with wide range of businesses since 2016. Leadership, Strategy, Board Governance, Finance, Global, Investments, Hospitality, Marketing
PRIOR BUSINESS EXPERIENCE:
–Margaritaville at Sea, a cruise line owned by Mellon Stud Ventures since 2016. •Chair and Principal Owner from 2016 to October 2023 Leadership, Strategy, Board Governance, Hospitality, Finance, Global, Consumer Insights, Marketing –Scientific Games Corporation, a global leader in the gaming and lottery industries •Senior Advisor from June 2018 to September 2018 and Director until October 2018 •President and Chief Executive Officer from August 2016 to June 2018 Leadership, Strategy, Board Governance, Gaming, Finance –Robert B. Willumstad School of Business, Adelphi University, a New York metropolitan area business school •John J. Phelan, Jr. Distinguished Visiting Professor of Business (February 2015-June 2016) •Distinguished Visiting Professor-Accounting, Finance and Economics (2005-2008) Strategy, Finance, Accounting –NCL Corporation, Ltd, a leading global cruise line operator: •Chief Executive Officer (November 2008-January 2015) •President (August 2010-January 2015; August 2008-March 2009) •Chief Financial Officer (2007-2010) Leadership, Strategy, Food & Beverage, Hospitality, Finance, Global, Consumer Insights, Marketing –Cerberus Capital Management LP (2006-2007), a global leader in private equity investments: •Consultant Finance, Private Equity, Strategic –Clayton Dubilier & Rice (2005-2006), one of the oldest private equity investment firms in the world: •Consultant Finance, Private Equity, Strategic –Cendant Corporation, a global business and consumer services provider: •Various executive roles, including, Chair and Chief Executive Officer of the Vehicle Services Division (including global responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck PHH Fleet Management and Wright Express) (1996-2005) Leadership, Strategy, Finance, Global, Consumer Insights, Marketing
PUBLIC COMPANY BOARDS:
– Current: Dave & Buster’s Entertainment, Inc.			Gannett Co., Inc. (Lead Director)
– Past 5 years: Scientific Games Corporation (2016-2018); Navistar International Corporation (2018-2021); Hertz Global Holdings (2018-2021)
OTHER POSITIONS/MEMBERSHIPS:
–Certified Public Accountant
EDUCATION:
–B.S. Hunter College			–M.B.A. New York University Graduate School of Business
ACCOLADES:
–Named “Miami Ultimate CEO” by South Florida Business Journal (2011) – Ernst & Young Entrepreneur of the Year (2014 – Florida Region)


Jennifer Storms
DIRECTOR SINCE: 2016			AGE: 52
COMMITTEES: Compensation and Nominating and Corporate Governance			DIRECTOR STATUS: INDEPENDENT
CURRENT POSITION:
–Chief Marketing Officer, Entertainment and Sports for NBCUniversal, a leading global media and entertainment company developing, producing, and marketing of entertainment, news and information, since September 2020 (previously served as Chief Marketing Officer and Executive Vice President Content Strategy from March 2019-September 2020 and Chief Marketing Officer, NBC Sports Group a division of NBCUniversal from October 2015-March 2019). Leadership, Strategy, Marketing, Consumer Insights, Global, Entertainment
PRIOR BUSINESS EXPERIENCE:
–PepsiCo, Inc.: •Senior Vice President of Global Sports Marketing (2011-2015) Leadership, Strategy, Marketing, Consumer Insights, Global, Food & Beverage –The Gatorade Company, Inc. (a subsidiary of PepsiCo, Inc.), a manufacturer of sports-themed beverages and food products: •Senior Vice President of Sports Marketing (2009-2011) Leadership, Strategy, Marketing, Consumer Insights, Food & Beverage –Turner Broadcasting System/Turner Sports, a division of the American media conglomerate providing sports programing on television and digital media: •Multiple marketing and leadership positions, including, Senior Vice President, Sports Programming and Marketing (1995-2009) Leadership, Strategy, Marketing, Consumer Insights
PUBLIC COMPANY BOARDS:
–Current: Dave & Buster’s Entertainment, Inc.
OTHER POSITIONS/MEMBERSHIPS:
–Member, KPMG Women’s Leadership Summit Advisory Council
EDUCATION:
–B.A. Northwestern University
ACCOLADES:
– Named Cynopsis Sports Media’s Marketing Executive (2018) –Named to iSportsConnect’s Influential Women in the business of Sport list (2018) –Member, Forty Under 40 Hall of Fame, SportsBusiness Daily/Global/Journal (2009)


The Board of Directors recommends a vote FOR the election of each of the nominated directors.


	2015	2014
Audit Fee⁽¹⁾	$948	$620
Audit-Related Fees⁽²⁾	-	$24
Tax Fees	-	-
Total	$948	$644


	Fiscal 2023		Fiscal 2022
Audit Fee (1)	$	1,155	$	1,470
Audit-Related Fees (2)	400		—
Tax Fees (3)	30		—
Total	$	1,585	$	1,470


The Board of Directors recommends an advisory vote FOR the approval of our executive compensation.


DIRECTOR COMPENSATION TABLE
NAME(1)	FEES EARNED ($)(2)		STOCK UNIT AWARDS ($)(3)		TOTAL ($)
James P. Chambers	$	105,000	$	128,061	$	233,061
Hamish A. Dodds	$	105,000	$	128,061	$	233,061
Michael J. Griffith	$	90,000	$	128,061	$	218,061
Gail Mandel	$	95,000	$	128,061	$	223,061
Atish Shah	$	110,000	$	128,061	$	238,061
Kevin M. Sheehan	$	210,000	$	128,061	$	338,061
Jennifer Storms	$	105,000	$	128,061	$	233,061


NAME ⁽¹⁾	FEES EARNED ($) ⁽²⁾	STOCK AWARDS ($) ⁽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

Ownership Requirement

(multiple of base salary)

Chief Executive Officer

~~President~~Chief Financial Officer and Chief Operating Officer

~~Senior Vice President and Chief Financial Officer~~

~~3 times~~

Other Senior Vice Presidents