DEF 14A: Pinstripes Holdings Sets Date for Annual Stockholders Meeting, Outlines Key Proposals

Pinstripes Holdings will hold its annual stockholders meeting virtually on October 7, 2024, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Pinstripes Holdings, Inc. will hold its annual meeting of stockholders on October 7, 2024, at 10:00 AM CDT in a virtual format.
• The meeting will address the election of two Class I directors (Diane Aigotti and Jerry Hyman) for three-year terms expiring at the 2027 annual meeting.
• Stockholders will also vote to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending April 27, 2025.
• The record date for determining stockholders eligible to vote is August 21, 2024.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of Grant Thornton LLP.
• A quorum, consisting of 33 1/3% of the company's outstanding shares, is required to conduct business at the meeting.
• As of the record date, there were 50,917,785 shares of common stock outstanding.
• The company's Class A Common Stock was held by 187 holders of record, Series B-1 Common Stock by 206 holders, Series B-2 Common Stock by 206 holders, and Series B-3 Common Stock by 175 holders.
• The proxy statement and annual report are available online from August 23, 2024.
• The company's board consists of seven directors divided into three classes, with Class I directors up for election at the meeting.

Sentiment

Score: 7

Explanation: The document is a standard corporate filing with neutral language. The proposals are routine and the board recommendations are clear, suggesting a stable and well-managed company.

Positives

• The company is providing a virtual meeting format to enhance stockholder accessibility and participation.
• The Board is recommending experienced candidates for director positions.
• The Audit Committee has pre-approved all audit and non-audit services performed by the independent registered public accounting firm.
• The company has adopted a Clawback Policy to recover erroneously awarded incentive-based compensation from executive officers.
• The company has an Insider Trading Policy that prohibits hedging or monetization transactions with respect to the company's securities.
• The company has a formal written policy regarding related party transactions requiring Audit Committee approval.

Negatives

• The company had material weaknesses in internal control over financial reporting related to the financial statement close process, lease accounting processes, and the maintenance and accuracy of outstanding equity information and accounting for stock based compensation prior to the Business Combination.
• One Form 3 and one Form 4 for Polar Asset Management Partners Inc. were inadvertently filed late during the fiscal year ended April 28, 2024.

Risks

• Failure to maintain effective internal controls could adversely affect the company's financial reporting.
• Related party transactions could potentially create conflicts of interest.
• Cybersecurity risks could disrupt operations and compromise sensitive information.
• The company's success depends on attracting and retaining qualified personnel.
• The company's performance is subject to economic conditions and consumer spending patterns.

Future Outlook

Pinstripes Holdings intends to develop an executive compensation program designed to align compensation with business objectives and stockholder value creation.

Industry Context

The document reflects standard corporate governance practices, including the election of directors, ratification of auditors, and disclosure of related party transactions, which are common in publicly traded companies.

Comparison to Industry Standards

• The director compensation program, including cash retainers and stock awards, is designed to be competitive to attract and retain high-quality non-employee directors, similar to programs at companies like Ruth's Hospitality Group and Dave & Buster's Entertainment.
• The company's virtual annual meeting format aligns with a growing trend among public companies to enhance accessibility and reduce costs, as seen with companies like Starbucks and Chipotle Mexican Grill.
• The company's corporate governance guidelines and code of business conduct and ethics are consistent with best practices adopted by companies listed on the NYSE, such as Darden Restaurants and Texas Roadhouse.

Corporate Governance

Related Party Transactions

• C. Rae Interiors, Ltd., owned by the sister of Dale Schwartz, received payments for design services, totaling $875,000, $2,850,000 and $1,554,150 in the fiscal years ended April 27, 2025 (though July 21, 2024), April 28, 2024 and April 30, 2023, respectively.
• In December 2017, Pinstripes entered into a warrant agreement with Cindy Rae Cohen pursuant to which Pinstripes issued to Ms. Cohen an aggregate of 50,000 warrants as added consideration for services rendered under the Design Agreement.
• On April 1, 2021, Pinstripes issued $125,000 aggregate principal amount convertible notes to Jeffrey Schwartz, the brother of Dale Schwartz.
• On June 4, 2021, Pinstripes issued $5,000,000 aggregate principal amount of convertible notes to affiliates of Westland Garden State Plaza Limited Partnership and Westfield Topanga Owner LLC.
• Pinstripes has entered into lease agreements with Brookfield, Westland Garden State Plaza Limited Partnership, Westfield Topanga Owner LLC, MACERICH HHF BROADWAY PLAZA LLC, and Clearfork Retail Venture, LLC, which are affiliated with 5% or greater stockholders of Pinstripes.

Stakeholder Impact

• Shareholders have the opportunity to vote on key corporate matters, including the election of directors and the ratification of the independent auditor.
• The virtual meeting format aims to enhance accessibility and participation for all stockholders.
• The company's corporate governance policies and practices are designed to protect the interests of stakeholders and ensure responsible management.

Next Steps

• Stockholders are urged to cast their vote via the Internet or complete, date, sign, and return the proxy card.
• The company intends to announce preliminary voting results at the Meeting and publish the final results in a Current Report on Form 8-K within four business days following the Meeting.

Key Dates

Keywords

stockholders meeting, directors, proxy statement, corporate governance, Grant Thornton, audit committee, executive compensation, related party transactions, Pinstripes Holdings, annual meeting