D&B - Dave & Buster's Entertainment Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 15:02

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders (the "Annual Meeting") of Dave & Buster's Entertainment, Inc. (the "Company") held on June 18, 2026, the following matters were submitted to the vote of the Company's shareholders, with the results of voting on each such matter as set forth below (vote totals are rounded to the nearest full share). A more detailed description of each proposal was included in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on May 6, 2026.
Proposal 1
Based on the voting results set forth below, James P. Chambers, Tarun Lal, Nathaniel J. Lipman, Charles H. Protell, Kevin M. Sheehan and Allen R. Weiss were each elected to the Company's Board of Directors (the "Board") to serve until the Company's next annual meeting of shareholders and until his successor has been duly elected and qualified. The results were as follows:
Number of Shares Voted
Name
For
Against
Abstain
Broker Non-Vote
James P. Chambers 16,488,189 2,747,924 97,230 4,226,753
Tarun Lal 18,237,622 982,863 112,858 4,226,753
Nathaniel J. Lipman 18,179,512 1,059,069 94,762 4,226,753
Charles H. Protell 18,250,699 969,806 112,838 4,226,753
Scott I. Ross 8,668,800 10,571,385 93,158 4,226,753
Kevin M. Sheehan 17,614,308 1,629,092 89,943 4,226,753
Allen R. Weiss 17,190,620 2,048,425 94,298 4,226,753
Scott I. Ross did not receive a majority of the votes cast at the Annual Meeting. In compliance with the Company's Fifth Amended and Restated Bylaws (the "Bylaws"), on June 24, 2026, Mr. Ross offered his resignation to the Board, conditioned upon Board acceptance.
Pursuant to the Bylaws, the Nominating and Corporate Governance Committee of the Board (the "Committee") considered Mr. Ross's offer of resignation. The Committee believes that Mr. Ross's knowledge of the Company, his active engagement with management throughout the year (not limited to Board meeting participation), his prior experience on the Board, his alignment with the Company's success and his extensive experience on the boards of directors of other public and private companies provide the Board and its committees with robust industry-specific knowledge and key leadership experience. The Committee also reviewed the underlying reason for Mr. Ross not receiving a greater number of votes "for" than votes "against" for his re-election, namely a recommendation from proxy advisory firms to vote against Mr. Ross's election based primarily on Mr. Ross's attendance at meetings of the Board and its committees. In response to this feedback, Mr. Ross committed to attending at least 75 percent of all Board meetings. Accordingly, and after due deliberation, the Committee determined that Mr. Ross's continued service on the Board is in the best interests of the Company and its shareholders and recommended that the Board not accept Mr. Ross's offer of resignation. After discussion, the Board agreed with the Committee's recommendation, determined not to accept Mr. Ross's offer of resignation and reaffirmed his appointment to the Board. Mr. Ross did not participate in the Committee's recommendation or the Board's decision with respect to his offer of resignation.
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Proposal 2
The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2026 fiscal year was approved. The results were as follows:
Number of Shares Voted
For
Against
Abstain
23,403,645 54,000 102,451
Proposal 3
The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved. The results were as follows:
Number of Shares Voted
For
Against
Abstain
Broker Non-Vote
11,162,874 8,077,556 92,913 4,226,753
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Section 9 - Financial Statements and Exhibits
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