Independent
Tenure on this board
12.6 yrs
3 nominees · 4 ballot items.
Elect three Class I directors; ratify Deloitte & Touche LLP as independent auditors; advisory approval of named executive officer compensation (say-on-pay); approve amendment to the 2019 Equity Incentive Plan to increase shares available by 2,500,000.
Elect Michael Serruya, Dimitrios Angelis and James Chambers as Class I directors for three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its executive pay program design and to provide the Compensation Committee and the Board with feedback to consider in future compensation decisions. The Company’s pay program emphasizes performance alignment and retention: annual incentive cash bonuses tied to Adjusted EBITDA and individual goals, long-term performance stock units (PSUs) tied to market-based targets (including a 15% year-over-year compounded growth target for certain PSUs), and time-based restricted stock units to promote retention. Notably, the CEO’s compensation includes a long-term employment agreement with target incentive levels that increased (150% for 2025, 200% thereafter), a one-time $1,000,000 special bonus paid in installments and material PSU/RSU grants, which the Board says are necessary to retain leadership during integration of Benihana. Management highlights improved operating metrics in 2025 (full‑year revenue up 20%, Adjusted Operating Income up 15.2%, Adjusted EBITDA up 16.3%) as context for its pay decisions, although the company reported a net loss driven by non-cash tax valuation allowances, impairments and integration costs. The Board recommends a FOR vote, arguing that the mix of cash and equity, significant performance-based components, and the retention features are appropriate given the strategic priorities of integrating Benihana and executing growth initiatives. Risks for shareholders include potential dilution from equity awards, the substantial special cash bonus to the CEO, and the long-term employment commitments; however, the advisory nature of the vote means it will not bind the Board but will guide future compensation policy. The Compensation Committee uses external benchmarking and an independent consultant, and it will consider stockholder voting results in future compensation governance decisions.
Approve the Board-approved amendment to the 2019 Equity Incentive Plan to increase available shares by 2,500,000, raising the maximum from 11,573,922 to 14,073,922 to provide equity awards for employees, directors and consultants.
This proposal requests shareholder approval to amend the Company’s 2019 Equity Incentive Plan to add 2,500,000 shares, increasing the plan cap from 11,573,922 shares to 14,073,922 shares. Management frames the amendment as necessary to continue granting equity-based awards used for retention, attraction and long-term incentive alignment across employees, directors and consultants, and to satisfy commitments under executive employment agreements. The filing discloses that as of April 9, 2026, only 499,781 shares remained available under the current plan while outstanding awards included options covering 737,214 shares (weighted average exercise price $3.02) and 2,650,466 restricted stock units and PSUs, indicating a relatively high burn rate and practical need for replenishment. If approved, the Amended 2019 Equity Plan would permit grants of incentive and non-qualified options, RSUs, PSUs and other stock-based awards, subject to administrator discretion and existing anti-dilution adjustments. The Board recommends FOR, arguing the increase supports the Company’s capital-efficient growth and integration strategy (including Benihana integration) by enabling retention incentives and performance awards tied to strategic objectives. Key shareholder considerations include incremental dilution from the new share authorization, the plan's potential impact on earnings per share and existing stockholder ownership percentages, and governance safeguards—such as limits on repricing without stockholder approval and administrator discretion over grant terms—designed to mitigate misuse. The amendment requires a majority of votes cast and, if not approved, the 2019 Equity Plan would remain in effect with the current share cap. Investors evaluating the proposal should weigh the operational need for equity incentives against dilution and examine historical grant practices, executive retention payments (including the CEO’s special bonus and large PSU grants) and the Company’s projected use of awards in upcoming hiring and retention efforts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kanen Wealth Management LLC | 13.4% | 4,227,456 | $7M |
| 2 | Nantahala Capital Management, LLC | 6.7% | 2,121,084 | $4M |
| 3 | CastleKnight Management LP | 4.1% | 1,286,991 | $2M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 1,074,198 | $2M |
| 5 | McGowan Group Asset Management, Inc. | 3.0% | 940,000 | $2M |
| 6 | General Equity Holdings LP | 2.1% | 649,126 | $1M |
| 7 | BlackRock, Inc. | 1.2% | 375,402 | $668K |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.9% | 299,794 | $534K |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.8% | 260,831 | $464K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 238,787 | $425K |
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