Rave Restaurant Group (RAVE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 10, 2024, with key proposals including director elections, auditor ratification, and a significant reverse/forward stock split.

• Shareholders as of October 11, 2024, are eligible to vote on all matters, with 14,154,453 shares outstanding.

• Proxy materials and annual report are available online and by request.

Voting matters and shareholder proposals

• Four directors are up for election to serve until the next annual meeting.

• Proposal to ratify Whitley Penn LLP as independent auditor for fiscal 2025.

• Proposal for a 1-for-10,000 reverse stock split followed by a 10,000-for-1 forward stock split, with cash payments for holders of fewer than 10,000 shares.

• Adjournment proposal allows the meeting to be postponed to solicit additional proxies if needed.

• Shareholder proposals for the next meeting must be submitted by June 28, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of four members, all but one considered independent per Nasdaq standards.

• Three standing committees: Audit, Compensation, and Nominating & Governance, each with defined responsibilities.

• Board diversity matrix shows three white male directors and one undisclosed demographic.

• Leadership roles of CEO and Chairman are separated to enhance oversight.

• Directors receive annual retainers, meeting fees, and are eligible for equity awards.