DEF 14A: Dave & Buster's Sets Date for 2024 Annual Shareholder Meeting, Outlines Key Proposals

Dave & Buster's Entertainment, Inc. will hold its 2024 Annual Meeting of Shareholders virtually on June 20, 2024, to elect directors, ratify the appointment of KPMG LLP as its independent auditor, and conduct an advisory vote on executive compensation.

Summary

• Dave & Buster's Entertainment, Inc. is holding its 2024 Annual Meeting of Shareholders virtually on June 20, 2024.
• Shareholders of record as of April 25, 2024, are eligible to vote on the election of eight directors, the ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2024, and an advisory vote on executive compensation.
• The company's fiscal 2023 performance highlights include revenue of $2.2 billion, a 12.3% increase from fiscal 2022, and adjusted EBITDA of $555.6 million, representing 25.2% of revenue.
• Net income totaled $126.9 million, or $2.88 per diluted share, compared with net income of $137.1 million, or $2.79 per diluted share in fiscal 2022.
• Adjusted net income totaled $156.9 million, or $3.57 per diluted share, compared with adjusted net income of $159.1 million, or $3.23 per diluted share in fiscal 2022.
• Pro forma combined comparable store sales decreased 6.2% compared with fiscal 2022 but increased 8.0% compared with the same period in 2019.
• The Board of Directors recommends voting for all director nominees, the ratification of KPMG LLP, and the approval of executive compensation.
• The company emphasizes its commitment to corporate governance, diversity, equity, inclusion, and environmental sustainability.
• Executive compensation is based on pay for performance, market-competitive pay, and sustained shareholder value creation.
• The Compensation Committee determined no bonuses were earned for the executive officers, including the NEOs, following the audit and reporting of financial results for fiscal 2023.

Sentiment

Score: 6

Explanation: The document presents a mixed picture, with positive revenue and EBITDA growth offset by declining net income and comparable store sales. The lack of executive bonuses for the year also contributes to a neutral sentiment.

Positives

• Revenue increased 12.3% to $2.2 billion in fiscal 2023.
• Adjusted EBITDA increased 15.7% to $555.6 million in fiscal 2023.
• The company received 91% shareholder approval for its compensation practices at the 2023 Annual Shareholder Meeting.
• The company is committed to improving diversity, equity, and inclusion.
• The company published its first corporate responsibility report in April 2023 and a 2024 update.
• The company completed an initial Operational Footprint Analysis (Scope 1 & 2 GHG emissions) to provide a base year measurement for future reporting.

Negatives

• Pro forma combined comparable store sales decreased 6.2% compared with fiscal 2022.
• Net income decreased from $137.1 million in fiscal 2022 to $126.9 million in fiscal 2023.
• No bonuses were earned for executive officers under the Executive Incentive Plan for fiscal 2023.
• The company experienced same store sales declines while recording increased total revenues, net income, net income per share and Adjusted EBITDA on a year-over-year basis.

Risks

• The document mentions risks from cybersecurity threats, though it states that the business strategy, results of operations and financial condition of the Company have not been materially affected by risks from cybersecurity threats during fiscal 2023.
• The company's performance is subject to various risks, including economic conditions, competition, and changing consumer preferences.

Future Outlook

The document does not contain specific forward-looking statements or guidance beyond the details of the upcoming annual meeting.

Management Comments

• Chris Morris, Chief Executive Officer, invites shareholders to participate in the Annual Meeting and emphasizes the importance of their vote.
• The Board believes that the use of regular executive sessions of the independent directors, the Boards strong committee system, and all directors being independent except for Mr. Morris allow it to maintain effective oversight of management.

Industry Context

Dave & Buster's competes in the restaurant and entertainment industries, facing competition from casual dining restaurants, entertainment venues, and gaming companies. The company's performance is influenced by consumer spending trends and preferences for dining and entertainment experiences.

Comparison to Industry Standards

• The document compares Dave & Buster's compensation practices to a peer group including BJs 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., and The Cheesecake Factory Incorporated.
• The company benchmarks executive compensation against restaurant and hospitality companies of comparable size and business models.

Related Party Transactions

• In fiscal 2023, the Company and its officers and directors did not engage in any reportable related party transactions nor were any waivers granted on conflicts of interest.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will shape the company's direction and governance.
• Executive compensation is designed to align the interests of executives with those of shareholders.
• The company's commitment to corporate social responsibility impacts employees, customers, and the broader community.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board of Directors will review the voting results and consider shareholder concerns in their evaluation of the company's compensation program.
• The company will continue to monitor and assess the effectiveness of its corporate governance practices and compensation programs.

Key Dates

Keywords

shareholders, executive compensation, directors, annual meeting, KPMG, EBITDA, revenue, governance, proxy statement, Dave & Buster's