DEF: FAT Brands Sets 2025 Annual Meeting Agenda

FAT Brands Inc. announces its 2025 Annual Meeting of Stockholders to address director elections, executive compensation, and auditor ratification.

Summary

• The 2025 Annual Meeting of Stockholders is scheduled for Tuesday, December 23, 2025, at 10:00 a.m. Pacific Time.
• Stockholders will vote on the election of 14 director nominees, a non-binding advisory resolution on named executive officer compensation, and the ratification of Macias Gini & OConnell, LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2025.
• The record date for determining stockholders entitled to vote is October 31, 2025.
• As of the record date, there were 16,668,520 shares of Class A Common Stock (one vote per share) and 1,270,805 shares of Class B Common Stock (2,000 votes per share) outstanding.
• Andrew A. Wiederhorn was re-appointed President and Chief Executive Officer in September 2025, having previously served in that role from March 2017 until May 2023.
• Robert G. Rosen stepped down as Co-Chief Executive Officer and Head of Debt Capital Markets in April 2025 and now serves as an outside consultant and strategic advisor.
• Kenneth J. Kuick served as Co-Chief Executive Officer from May 2023 until September 2025 and continues as Chief Financial Officer.
• The company reported net losses of $(189,847) thousand for fiscal year 2024, $(90,110) thousand for 2023, and $(126,188) thousand for 2022.
• Cumulative Total Stockholder Return (TSR) for a $100 investment as of the end of fiscal 2021 was $71 by the end of 2024, $73 by the end of 2023, and $61 by the end of 2022.

Sentiment

Score: 3

Explanation: The filing reveals consistent and substantial net losses over the past three fiscal years, coupled with a significant decline in Total Stockholder Return (TSR). While there are positive governance developments like increased independent directors and a clawback policy, the core financial performance is deeply concerning. High executive compensation, particularly for a consulting role amidst these losses, further contributes to a negative sentiment regarding the company's financial health and management effectiveness.

Positives

• The Board of Directors was refreshed and expanded to 14 persons in March 2023, with additional independent directors appointed, resulting in 8 of 14 directors being independent.
• The Audit Committee has determined that Macias Gini & OConnell, LLP (MGO) is independent and pre-approves all work and fees performed by the independent registered public accounting firm.
• The company has adopted a Clawback Policy for incentive-based compensation applicable to Section 16 officers, enhancing accountability for financial restatements.
• The Board believes its current leadership structure, balancing the founder/Chairman and senior operations team with independent directors and a fully independent Audit Committee, is valuable.

Negatives

• The company reported significant net losses of $(189,847) thousand for fiscal year 2024, following losses of $(90,110) thousand in 2023 and $(126,188) thousand in 2022.
• Cumulative Total Stockholder Return (TSR) shows a decline, with an initial $100 investment at the end of fiscal 2021 decreasing to $71 by the end of fiscal 2024.
• Andrew Wiederhorn received substantial compensation of $6,746,249 in fiscal 2024 and $5,830,725 in fiscal 2025 (through October 31, 2025) under a consulting agreement, in addition to $308,499 for personal use of leased aircraft in 2024.
• Robert G. Rosen stepped down as Co-Chief Executive Officer and Head of Debt Capital Markets in April 2025.
• Baker Tilly US, LLP, the former independent registered public accounting firm, informed the company on April 18, 2023, that it would not stand for re-election, a decision not recommended or approved by the Board or Audit Committee.

Risks

• The Board of Directors believes open communication between management and the Board is essential for effective risk management and oversight.
• The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of major financial risk exposures, internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance.
• The Compensation Committee assists the Board in assessing risks created by the incentives inherent in compensation policies.

Future Outlook

The company expects to enter into a new employment agreement with Andrew Wiederhorn in connection with his re-appointment as President and Chief Executive Officer in September 2025. The Board of Directors will consider stockholder concerns and evaluate additional actions if there is a significant vote against named executive officer compensation. If the appointment of Macias Gini & OConnell, LLP is not ratified, the Audit Committee will reconsider the selection.

Management Comments

• The Board believes that the Company and its stockholders are best served by the current leadership structure because it is valuable to have on the Board the breadth of experience and depth of knowledge of our founder/Chairman and senior operations team, balanced by our independent directors, who are led by our lead independent director, and our fully independent Audit Committee.
• While oversight of our Company is the responsibility of our Board as a whole, our founder and Chairman is most familiar with our business, strategy and complex financing arrangements, and as Chairman is best positioned to focus our Boards agenda on the key issues facing our Company.
• The Board of Directors values the opinions of our stockholders and to the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, we will consider our stockholders concerns and the Board will evaluate whether any additional actions are necessary.

Industry Context

The filing primarily focuses on corporate governance and executive compensation specific to FAT Brands Inc. While director biographies highlight extensive experience in the restaurant and hospitality industries, the document does not provide a broader analysis of how these announcements relate to general industry trends or competitors.

Management Changes

Corporate Governance

Legal Proceedings

• Andrew Wiederhorn agreed to assist and cooperate with the company in any investigations, legal claims, or other matters related to his past employment.
• The company agreed to advance attorney fees and expenses to Andrew Wiederhorn in connection with the company's litigation and governmental investigations.

Related Party Transactions

• Andrew Wiederhorn's Consulting Agreement: Paid Fog Cutter Consulting Corp. (affiliated with Mr. Wiederhorn) an hourly fee of $1,850 for non-executive consulting services. Total compensation was $6,746,249 in fiscal 2024 and $5,830,725 in fiscal 2025 (through October 31, 2025). He also received $308,499 for personal use of leased aircraft in 2024.
• John C. Metz (Director): As President and owner of RREMC Restaurants, LLC, which franchises Hurricane Dockside Grill restaurants, his entity paid the company approximately $432,497 (fiscal 2025 through Oct 31), $549,802 (fiscal 2024), and $692,975 (fiscal 2023) in standard royalty and marketing fees.
• Family Employment: Thayer Wiederhorn (COO, Director), Taylor Wiederhorn (CDO, Director), and Mason Wiederhorn (CBO, Director) are sons of Andrew Wiederhorn and grandsons of Donald Berchtold. Donald Berchtold (Chief Concept Officer, Director) is the father of director Tyler Child. Jacob Berchtold (COO of Fast Casual Division) is the son of Donald Berchtold and brother of Tyler Child. Their compensation details are provided in the filing.

Stakeholder Impact

• Shareholders: Will directly participate in key corporate governance decisions through voting on director elections, executive compensation, and auditor ratification. Their investment value has been negatively impacted by declining TSR and persistent net losses.
• Executives and Directors: Their compensation, roles, and responsibilities are subject to scrutiny and stockholder approval (for executive compensation). Significant changes in leadership roles, particularly for Andrew Wiederhorn, Kenneth Kuick, and Robert Rosen, directly affect these individuals.
• Auditors: Macias Gini & OConnell, LLP's appointment is subject to stockholder ratification, impacting their engagement with the company. The prior auditor, Baker Tilly, chose not to stand for re-election.
• Employees: Executive employment agreements detail base salaries, bonuses, and participation in benefit plans, which may set a precedent for broader employee compensation structures.

Next Steps

• Stockholders will vote on the election of directors, executive compensation, and auditor ratification at the Annual Meeting on December 23, 2025.
• The company expects to finalize and execute a new employment agreement with Andrew Wiederhorn following his re-appointment as President and CEO.
• The Audit Committee will reconsider the selection of the independent registered public accounting firm if the appointment of Macias Gini & OConnell, LLP is not ratified by stockholders.
• The Board of Directors will evaluate stockholder concerns regarding executive compensation if there is a significant vote against the advisory resolution.
• Stockholders wishing to submit proposals for the 2026 Annual Meeting must do so by July 16, 2026, under SEC Rule 14a-8, or between August 25, 2026, and September 24, 2026, under company Bylaws.

Key Dates

Recommendation

The company has reported consistent and substantial net losses over the past three fiscal years, coupled with a significant decline in Total Stockholder Return (TSR), indicating a destruction of shareholder value. While there are some positive governance changes, the underlying financial performance is deeply concerning. The high compensation paid to the former CEO as a consultant, and then his re-appointment as CEO, raises questions about accountability and effective resource allocation given the poor financial results. The auditor change, while not explicitly negative, adds a layer of scrutiny. These factors suggest a challenging outlook and warrant a 'sell' recommendation for investors.

Keywords

FAT Brands, Proxy Statement, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, SEC Filing, Restaurant Franchise, Stockholder Meeting, Board of Directors