Nathans Famous Inc

1. 1

   Adoption of the Merger Agreement

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger with Smithfield Foods, Inc. and Boardwalk Merger Sub Inc., under which Merger Sub will merge with Nathan’s Famous and each eligible share will be converted into the right to receive $102.00 in cash.

   More detail

   The proposal asks stockholders to adopt the January 20, 2026 Agreement and Plan of Merger among Nathan’s Famous, Smithfield Foods, and Boardwalk Merger Sub. The transaction would merge Merger Sub into Nathan’s, with Nathan’s surviving as a wholly owned subsidiary of Smithfield Foods. Eligible stockholders would receive $102.00 in cash per share, without interest and subject to applicable withholding taxes. Approval requires the affirmative vote of holders of a majority of the outstanding common shares entitled to vote, making abstentions, broker non-votes, and failures to vote effectively adverse to the proposal. Completion is also subject to other conditions, including regulatory requirements and the absence of prohibitive legal orders. The Board relied on negotiations, the Company’s strategic and financial review, and Jefferies LLC’s fairness opinion stating that the consideration was fair from a financial point of view to unaffiliated stockholders. The Board considered the certainty and immediate liquidity of the cash consideration, the absence of a financing condition, potential alternatives, and the Company’s dependence on its commercial relationship with Smithfield. It also considered negative factors, including loss of independence, transaction risks, restrictions during the interim period, termination fees, executive conflicts, and the possibility that the Merger might not close. After weighing those factors, the Board concluded that the transaction’s benefits outweighed its risks and recommended that stockholders vote FOR.

2. 2

   Advisory Vote on Merger-Related Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation that may be paid or become payable to Nathan’s Famous’s named executive officers in connection with the Merger.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, compensation that will or may become payable to Nathan’s Famous’s named executive officers because of the Merger. The resolution covers the arrangements disclosed under Item 402(t) of Regulation S-K, including cash severance, retention bonuses, equity award treatment, benefits, and potential tax-related payments. The disclosed named executive officers are Howard M. Lorber, Eric Gatoff, and Robert Steinberg. Estimated total merger-related compensation is approximately $5.67 million for Mr. Lorber, $5.96 million for Mr. Gatoff, and $1.53 million for Mr. Steinberg under the filing’s assumptions. The arrangements include both single-trigger and double-trigger elements, meaning some payments arise from the transaction itself while others require a qualifying termination after closing. The compensation also reflects retention arrangements intended to keep key executives employed through closing and severance provisions triggered by specified change-in-control terminations. SEC Section 14A rules require the Company to submit this advisory vote when executive compensation is based on or related to a merger. Approval requires a majority of votes cast, and abstentions and broker non-votes have no effect assuming a quorum. The vote does not condition the Merger, is not binding on Nathan’s, the Board, or Smithfield, and the contractual arrangements may be paid even if stockholders reject the proposal. The Board nevertheless recommends FOR, inviting stockholders to approve the disclosed compensation arrangements.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Authorize one or more adjournments of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies when there are insufficient votes to adopt the Merger Agreement.

   More detail

   The proposal asks stockholders to authorize one or more adjournments of the Special Meeting if additional time is needed to solicit proxies for adoption of the Merger Agreement. The authority is particularly relevant if the meeting has a quorum but the Merger Proposal lacks sufficient votes for approval. An adjournment could also be used if a quorum is not present or if additional disclosure must be circulated and reviewed before voting. If approved, the Company could seek votes from stockholders who have not voted or attempt to persuade stockholders who previously opposed the Merger to change their votes. The filing expressly notes that an adjournment could occur even where the existing proxy count would otherwise indicate that the Merger Proposal would fail. Stockholders who already submitted proxies could revoke them before the vote on the proposals. Approval requires a majority of votes cast, and abstentions and broker non-votes have no effect assuming a quorum is present. The proposal is procedural and does not itself approve the Merger or alter the $102.00 per-share consideration. The Board states that adjournment flexibility would protect the Company’s ability to obtain the required stockholder approval and therefore recommends FOR.

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When is the Nathans Famous Inc 2026 special meeting?

Nathans Famous Inc (NATH) holds its 2026 special shareholder meeting on Friday, October 23, 2026.

What is the record date for the Nathans Famous Inc 2026 meeting?

The record date for the Nathans Famous Inc 2026 meeting is Tuesday, September 22, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Nathans Famous Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Nathans Famous Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.