DEF: Good Times Restaurants Sets 2026 Annual Meeting Agenda

Good Times Restaurants Inc. announced its 2026 Annual Meeting of Shareholders to vote on director elections, executive compensation, and auditor ratification.

Summary

• The Annual Meeting of Shareholders will be held on February 19, 2026, at 9:00 a.m. MT, to address the election of five directors, an advisory vote on named executive officer compensation, and the ratification of Baker Tilly US, LLP as the independent registered public accounting firm.
• As of the record date, December 22, 2025, there were 10,557,896 shares of common stock outstanding.
• The Board of Directors unanimously recommends voting FOR all director nominees, FOR the advisory vote on executive compensation, and FOR the ratification of Baker Tilly US, LLP.
• The company's Net Income significantly decreased from $11,086 thousand in fiscal year 2023 to $1,024 thousand in fiscal year 2025.
• The Total Shareholder Return (TSR) for an initial $100 investment declined from $137 in fiscal year 2023 to $75 in fiscal year 2025.
• CEO Ryan M. Zink's total compensation for fiscal 2025 was $455,890, a decrease from $550,450 in fiscal 2024, and he did not achieve the minimum performance criteria for his Short Term Incentive (STI) or Performance-Vested Long-Term Incentive (PVLTI) in fiscal 2025.
• Keri A. August was appointed Senior Vice President of Finance and Accounting and Corporate Secretary on January 2, 2024, while Don Stack's employment as Senior Vice President of Operations terminated on May 31, 2025.
• A Compensation Clawback Policy was adopted on November 9, 2023, in compliance with SEC and Nasdaq rules.

Sentiment

Score: 3

Explanation: The filing presents a generally negative financial picture with significant declines in net income and total shareholder return over the past two fiscal years. While corporate governance aspects are sound, the core financial performance is concerning, and management's inability to meet performance targets for incentive compensation further reinforces a negative sentiment.

Positives

• The Board of Directors maintains a majority of independent directors, aligning with NASDAQ listing rules, with four out of five nominees identified as independent.
• The company has separated the roles of Chief Executive Officer and Chairman of the Board, a structure believed to allow the CEO to focus on day-to-day operations.
• All members of the Audit Committee are independent and qualify as audit committee financial experts, ensuring robust financial oversight.
• A Compensation Clawback Policy was adopted on November 9, 2023, enhancing corporate governance and accountability for executive compensation tied to financial reporting accuracy.

Negatives

• Net Income decreased significantly from $11,086 thousand in fiscal 2023 to $1,024 thousand in fiscal 2025, representing a substantial decline in profitability.
• Total Shareholder Return (TSR) declined from $137 in fiscal 2023 to $75 in fiscal 2025 (based on an initial $100 investment), indicating a significant loss in shareholder value.
• CEO Ryan M. Zink did not achieve the minimum performance criteria for his Short Term Incentive (STI) or Performance-Vested Long-Term Incentive (PVLTI) in fiscal 2025, reflecting underperformance against internal targets.
• The company attributes the decline in TSR to reduced financial performance and lower general investor interest in restaurant-industry stocks, particularly those with significant exposure to company-owned quick-service burger restaurants.

Risks

• The company's financial performance, including Net Income and Total Shareholder Return, has significantly declined over the past two fiscal years, indicating potential operational or market challenges that could persist.
• Lower general investor interest in restaurant-industry stocks, especially those with significant exposure to company-owned quick-service burger segments, poses a risk to stock valuation and future capital access.
• The failure of the CEO to meet performance criteria for incentive compensation suggests potential challenges in achieving strategic and financial objectives.

Future Outlook

The company's executive compensation plan includes a three-year cash incentive bonus arrangement for fiscal years 2025 through 2027, with target EBITDA as a performance criterion. The next advisory vote on executive compensation is scheduled for 2028, and the next advisory vote on the frequency of say-on-pay votes will occur no later than 2031.

Management Comments

• The Board believes that separating the roles of Chief Executive Officer and Chairman of the Board is in the best interests of the company's shareholders at this time, as it permits the CEO to focus on day-to-day operations.
• The company believes that its executive compensation programs have been effective in incentivizing the achievement of positive results, despite recent declines in financial performance.
• The company attributes the decline in TSR to reduced financial performance, including lower Net Income, and lower general investor interest in restaurant-industry stocks and most specifically those Companies with significant exposure to company-owned restaurants operating in the quick service burger segment.

Industry Context

The company operates within the quick-service burger segment of the restaurant industry. The filing notes a 'lower general investor interest in restaurant-industry stocks and most specifically those Companies with significant exposure to company-owned restaurants operating in the quick service burger segment,' suggesting a challenging market environment for this specific sector. This indicates that the company's performance is not only affected by internal factors but also by broader industry sentiment and trends impacting similar restaurant chains.

Comparison to Industry Standards

• The filing does not provide specific comparisons to comparable companies or global benchmarks. However, the statement regarding 'lower general investor interest in restaurant-industry stocks and most specifically those Companies with significant exposure to company-owned restaurants operating in the quick service burger segment' implies that the company's performance and investor sentiment are below broader industry averages or expectations for its specific niche.

Management Changes

Corporate Governance

Related Party Transactions

• No transactions exceeding $120,000 or one percent of the average of the company's total assets at year-end for the last two completed fiscal years, involving any directors, executive officers, or related persons, have occurred since the beginning of fiscal 2024.

Stakeholder Impact

• Shareholders: Will vote on key governance matters, including director elections and executive compensation. Experienced significant decline in TSR and net income, which directly impacts their investment value.
• Executive Officers: Compensation is tied to performance, with the CEO not meeting certain incentive criteria in fiscal 2025. A clawback policy is in place for certain incentive compensation.
• Employees: The filing mentions the Code of Business Conduct applies to all employees and the 401(k) plan is audited, indicating standard employee benefits and conduct expectations.
• Customers: Not directly impacted by this governance filing, but financial performance could indirectly affect future service or offerings.
• Creditors: Not directly mentioned, but declining financial performance (net income) could be a concern for creditworthiness.

Next Steps

• Shareholders to vote on director elections, executive compensation, and auditor ratification at the Annual Meeting on February 19, 2026.
• The Compensation Committee will establish target EBITDA amounts as performance criteria for the three-year cash incentive bonus arrangement (fiscal years 2025-2027).
• The next advisory vote on executive compensation (say-on-pay) will occur in 2028.
• The next advisory vote on the frequency of say-on-pay votes will occur no later than 2031.
• Shareholder proposals for the 2027 Annual Meeting must be received by September 7, 2026.

Key Dates

Recommendation

The significant decline in Net Income from $11.086 million in fiscal 2023 to $1.024 million in fiscal 2025, coupled with a substantial drop in Total Shareholder Return (TSR) from $137 to $75 over the same period, indicates severe underperformance. The CEO's failure to meet performance criteria for key incentive bonuses in fiscal 2025 further highlights operational challenges. The company itself acknowledges 'reduced financial performance' and 'lower general investor interest' in its segment. While corporate governance appears standard, the core business fundamentals and financial trajectory are strongly negative, suggesting a 'sell' recommendation for investors to mitigate further losses.

Keywords

Restaurant Industry, Quick Service, Burger, SEC Filing, Proxy Statement, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Shareholder Meeting, Financial Performance, Net Income, TSR, Good Times Restaurants