10/28/2024 | Press release | Distributed by Public on 10/28/2024 04:06
Filed by the Registrant ☒
|
Filed by a Party other than the Registrant ☐
|
||
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material under §240.14a-12
|
☒
|
No fee required.
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
||
Mark E. Schwarz
Chairman of the Board
Brandon Solano
President
|
RAVE Restaurant Group, Inc.
3551 Plano Parkway
The Colony, TX 75056
www.raverg.com
|
||
|
|
||
Mark E. Schwarz
Chairman of the Board
|
Brandon Solano
President & Chief Executive Officer
|
||
Time and Date:
|
3:30 p.m., local time, on Tuesday, December 10, 2024.
|
|||||
Place:
|
Rave Restaurant Group, Inc.
3551 Plano Parkway
The Colony, Texas 75056
|
|||||
Items of Business
|
(1)
|
To elect four directors to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified;
|
||||
(2)
|
To ratify the appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the 2025 fiscal year;
|
|||||
(3)
|
To approve the amendments to the Company's Amended and Restated Articles of Incorporation to effect a 1 for 1,000 reverse stock split of the Company Common Stock followed immediately by an amendment to the Company's Amended and Restated Articles of Incorporation to effect a 1,000 for 1 forward stock split of the Company Common Stock (the "Reverse / Forward Stock Split Proposal").
|
|||||
(4)
|
To approve the adjournment of the Annual Meeting, if necessary, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to the Company's shareholders a reasonable amount of time in advance of the Annual Meeting or to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Reverse / Forward Stock Split Proposal (the "Adjournment Proposal"); and
|
|||||
(5)
|
To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.
|
|||||
Adjournments and Postponements:
|
Any action on the items of business described above may be considered at the Annual Meeting on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
|
|||||
Record Date:
|
You are entitled to vote only if you were a shareholder of the Company as of the close of business on October 11, 2024 (the "Record Date"). At the close of business on the Record Date, there were 14,586,566 outstanding shares of common stock, $0.01 par value per share (the "Common Stock"), of the Company. No other class of securities of the Company is entitled to notice of, or to vote at, the Annual Meeting.
|
|||||
Meeting Admission:
|
You are entitled to attend the Annual Meeting only if you were a Company shareholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. You should be prepared to offer proof of identification for admittance. If you are a shareholder of record or hold your shares through the Pizza Inn, Inc. 401(k) Plan, we may verify your ownership as of the Record Date prior to admitting you to the meeting. If you are not a shareholder of record but hold your shares through a broker, trustee, or nominee (i.e., in "street name"), you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, trustee, or nominee, or similar evidence of ownership. The Company may refuse admission to the Annual Meeting to anyone who does not provide proper identification upon request.
|
|||||
Voting:
|
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instructions by completing, signing, dating, and returning your proxy card in the pre-addressed envelope provided or, in most cases, by using the telephone or Internet. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers - Voting Information" in the accompanying Proxy Statement and the instructions on the accompanying proxy card.
|
||
By order of the Board of Directors,
|
|||
|
|||
Mark E. Schwarz
Chairman of the Board
The Colony, Texas
October 28, 2024
|
|||
1.
|
Why am I receiving these materials?
|
2.
|
What information is contained in this Proxy Statement?
|
3.
|
How may I obtain the Company's Form 10-K and other financial information?
|
4.
|
How may I obtain a separate set of proxy materials?
|
5.
|
How may I request a single set of proxy materials for my household?
|
6.
|
How may I request an electronic copy of the proxy materials?
|
7.
|
What should I do if I receive more than one set of proxy materials?
|
8.
|
What matters will be acted on at the Annual Meeting?
|
(1)
|
The election of four directors to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified;
|
(2)
|
To ratify the appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the 2025 fiscal year;
|
(3)
|
To approve the amendments to the Company's Amended and Restated Articles of Incorporation to effect a 1 for 1,000 reverse stock split of the Company Common Stock followed immediately by an amendment to the Company's Amended and Restated Articles of Incorporation to effect a 1,000 for 1 forward stock split of the Company Common Stock (the "Reverse / Forward Stock Split Proposal");
|
(4)
|
To approve the adjournment of the Annual Meeting, if necessary, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to the Company's shareholders a reasonable amount of time in advance of the Annual Meeting or to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the Reverse / Forward Stock Split Proposal (the "Adjournment Proposal"); and
|
(5)
|
The transaction of such other business as may properly come before the meeting or any postponement or adjournment thereof. (See Question 17, "What happens if additional matters are presented at the meeting?")
|
9.
|
How does the Board recommend that I vote?
|
•
|
"FOR" the election of all director nominees;
|
•
|
"FOR" the ratification of the independent registered public accounting firm;
|
•
|
"FOR" the Reverse / Forward Stock Split Proposal; and
|
•
|
"FOR" for Adjournment Proposal.
|
10.
|
What shares can I vote?
|
11.
|
How can I vote my shares in person at the meeting?
|
12.
|
How can I vote my shares without attending the meeting?
|
13.
|
What is the deadline for voting my shares?
|
14.
|
May I change my vote?
|
15.
|
Is my vote confidential?
|
16.
|
How are votes counted and what is the voting requirement to approve each of the proposals?
|
17.
|
What happens if additional matters are presented at the meeting?
|
18.
|
Who will serve as inspector of elections?
|
19.
|
Who will bear the cost of soliciting votes for the meeting?
|
20.
|
Where can I find voting results from the Annual Meeting?
|
21.
|
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
|
22.
|
What happens if I have questions for the Company's transfer agent?
|
23.
|
How can I attend the meeting?
|
24.
|
How many shares must be present?
|
25.
|
What is the deadline to propose actions for consideration at the next Annual Meeting of Shareholders?
|
26.
|
How may I recommend individuals to serve as directors?
|
•
|
You will not receive fractional shares of Company Common Stock as a result of the Reverse Stock Split.
|
•
|
Instead of receiving fractional shares, you will receive a Reverse Split Payment.
|
•
|
You will have only the right to receive cash for these shares. In addition, you will not be entitled to receive interest with respect to the period of time between the Effective Date and the date you receive your payment for the shares.
|
•
|
You will not have to pay any service charges or brokerage commissions in connection with the Reverse/Forward Stock Split.
|
•
|
Following the time that we effect the Reverse Stock Split, you will receive a Reverse Split Payment in accordance with the procedures described below.
|
•
|
All amounts owed to you will be subject to applicable federal and state income tax and state abandoned property laws.
|
•
|
You will not receive any interest on cash payments owed to you as a result of the Reverse Stock Split.
|
•
|
You will no longer be entitled to vote as a shareholder of ours.
|
•
|
You will no longer be entitled to share in any earnings or dividends of ours.
|
•
|
You will no longer be entitled to the receipt of proxy statements or other information provided by us to our shareholders.
|
•
|
The number of shares owned by shareholders with more than 1,000 shares of Company Common Stock prior to the Reverse Stock Split will not change as a result of the Reverse/Forward Stock Split.
|
•
|
For the brief period between the effectiveness of the Reverse Stock Split and the Forward Stock Split, you will hold a fractional share of Company Common Stock as a result of the Reverse Stock Split; however, you will not receive a Reverse Split Payment for that fractional share, because that fractional share amount will instead be converted, upon the effectiveness of the Forward Stock Split into the exact amount of shares of Company Common Stock you held prior to the effectiveness of the Reverse / Forward Stock Split.
|
•
|
While the number of your shares will not change, the elimination of fractional shares following the Reverse Split will reduce the total number of shares of Company Common Stock issued and outstanding; therefore, the percentage of your holdings will increase on a pro rata basis with all other holders of more than 1,000 shares of Company Common Stock prior to the Reverse Stock Split.
|
•
|
The Company will have less cash reserves as a result of the payment of the Reverse Split Payments.
|
•
|
"Not Essentially Equivalent to a Dividend." You will satisfy the "not essentially equivalent to a dividend" test if the reduction in your proportionate interest in the Company resulting from the Reverse/Forward Stock Split is considered a "meaningful reduction" given your particular facts and circumstances. The Internal Revenue Service has ruled that a small reduction by a minority shareholder whose relative stock interest is minimal and who exercises no control over the affairs of the corporation will satisfy this test.
|
•
|
"Substantially Disproportionate Redemption of Stock." The receipt of cash in the Reverse/Forward Stock Split will be a "substantially disproportionate redemption of stock" for you if the percentage of the outstanding shares of Company Common Stock owned by you immediately after the Reverse/Forward Stock Split is less than 80% of the percentage of shares of Company Common Stock owned by you immediately before the Reverse/Forward Stock Split and you own less than 50% of the outstanding shares of Company Common Stock after the Reverse/Forward Stock Split.
|
Name
|
Audit
|
Compensation
|
Nominating
&
Governance
|
||||||||
Mark E. Schwarz
|
X*
|
X*
|
|||||||||
Clinton J. Coleman
|
X
|
||||||||||
William C. Hammett, Jr.
|
X*
|
X
|
X
|
||||||||
Robert B. Page
|
X
|
X
|
|||||||||
Number of Meetings in Fiscal 2024
|
7
|
1
|
1
|
||||||||
*
|
Committee chairman.
|
Total Number of Directors: 4
|
||||||||||||||
Male
|
Female
|
Non-
Binary
|
Did Not
Disclose
Gender
|
|||||||||||
Part I: Gender Identity
|
||||||||||||||
Directors
|
3
|
0
|
0
|
1
|
||||||||||
Part II: Demographic Background
|
||||||||||||||
African American or Black
|
0
|
0
|
0
|
|||||||||||
Alaskan Native or Native American
|
0
|
0
|
0
|
|||||||||||
Asian
|
0
|
0
|
0
|
|||||||||||
Hispanic or Latinx
|
0
|
0
|
0
|
|||||||||||
Native Hawaiian or Pacific Islander
|
0
|
0
|
0
|
|||||||||||
White
|
3
|
0
|
0
|
|||||||||||
Two or More Races or Ethnicities
|
0
|
0
|
0
|
|||||||||||
LGBTQ+
|
0
|
|||||||||||||
Did Not Disclose Demographic Background
|
1
|
|||||||||||||
Name
|
Fees Earned
in Cash
($)
|
Option
Awards
($)(1)
|
Total
($)
|
||||||
Mark E. Schwarz
|
28,750
|
-
|
28,750
|
||||||
Clinton J. Coleman
|
23,250
|
-
|
23,750
|
||||||
William C. Hammett, Jr.
|
23,750
|
-
|
23,750
|
||||||
Robert B. Page
|
23,750
|
-
|
23,750
|
||||||
(1)
|
No stock options were granted in fiscal 2024. As of June 30, 2024, Messrs. Schwarz, Coleman and Hammett held unexercised stock options for 80,000, 24,286, and 10,000 shares, respectively.
|
Name
|
Age
|
Position
|
Executive
Officer
Since
|
||||||
Brandon L. Solano
|
54
|
Chief Executive Officer & President
(principal executive officer)
|
2019
|
||||||
Jay Rooney
|
53
|
Chief Financial Officer
(principal financial officer)
|
2024
|
||||||
Name and Principal
Position(s)
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
All Other
Compensation
($)(2)
|
Total ($)
|
||||||||||||||
Brandon L. Solano
Chief Executive Officer & President
|
2024
|
350,000
|
317,667
|
175,391
|
-
|
843,058
|
||||||||||||||
2023
|
350,000
|
276,900
|
259,473
|
327
|
886,700
|
|||||||||||||||
Jay Rooney(3)
Chief Financial Officer
|
2024
|
51,923
|
18,851
|
-
|
-
|
70,774
|
||||||||||||||
2023
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Michael F. Burns(4)
Chief Operating Officer
|
2024
|
100,481
|
-
|
5,643
|
-
|
106,124
|
||||||||||||||
2023
|
275,000
|
149,500
|
43,840
|
4,693
|
473,033
|
|||||||||||||||
Clinton D. Fendley(5)
Chief Financial Officer
|
2024
|
98,134
|
-
|
2,724
|
-
|
100,858
|
||||||||||||||
2023
|
211,500
|
69,993
|
26,027
|
2,705
|
310,225
|
|||||||||||||||
(1)
|
Reflects the fair value of each restricted stock unit award estimated on the date of grant based on the probable outcome of certain performance conditions. Restricted stock units represent the right to receive shares of common stock upon satisfaction of vesting requirements and performance conditions. Assumptions used in calculating the grant date fair value are included in Note H to the Company's audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
|
(2)
|
Represents the Company's matching contribution to 401(k) plan.
|
(3)
|
Mr. Rooney joined the Company, effective March 25, 2024.
|
(4)
|
Mr. Burns resigned his position with the Company, effective October 27, 2023.
|
(5)
|
Mr. Fendley resigned his position with the Company, effective December 2, 2023.
|
Stock Awards
|
|||||||||||
Name
|
Award
Date1
|
Number of Unearned
Shares Underlying
Restricted Stock Units
That Have
Not Vested (#)2
|
Market Value of Unearned
Shares Underlying Restricted
Stock Units That Have
Not Vested ($)2
|
||||||||
Brandon L. Solano
|
06/11/2022
|
198,404
|
392,840
|
||||||||
11/13/2023
|
105,000
|
207,900
|
|||||||||
1
|
Restricted stock units awarded in fiscal 2022 vest October 15, 2024, and restricted stock awards award in fiscal 2024 vest October 15, 2026.
|
2
|
Market value of underlying restricted stock units awarded in fiscal 2023 and fiscal 2024 is based on fiscal 2024 progress toward the achievement of performance criteria and the closing market price of the Company's common stock of $1.98 on June 28, 2024, the last day of trading in the Company's fiscal year ended June 30, 2024.
|
AUDIT FEES
Fiscal 2024
|
AUDIT FEES
Fiscal 2023
|
||||
$158,250
|
$135,500
|
||||
Audit Committee
|
|||
William C. Hammett, Jr., Chairman
|
|||
Robert B. Page
|
|||
Clinton J. Coleman
|
|||
5 % or Greater Beneficial Owners
|
No. of Shares
Beneficially
Owned
|
Percent
Of Class(1)
|
||||
Newcastle Partners, L.P. (2)
|
3,272,816
|
22.2
|
||||
Newcastle Partners, L.P. (2)
|
||||||
Newcastle Capital Management, L.P. (2)
|
||||||
Newcastle Capital Group, L.L.C. (2)
|
||||||
NCM Services, Inc. (2)
|
||||||
Schwarz 2012 Family Trust(2)
|
||||||
Mark E. Schwarz(2)
|
||||||
Brian T. Bares(3)
|
1,388,715
|
9.4
|
||||
Noam Nakash(4)
|
1,027,807
|
7.0
|
||||
Directors and Named Executive Officers:
|
||||||
Mark E. Schwarz(2)
|
3,272,816
|
22.9
|
||||
Clinton J. Coleman(5)
|
159,764
|
1.1
|
||||
William C. Hammett, Jr.(6)
|
25,000
|
*
|
||||
Robert B. Page
|
-
|
-
|
||||
Brandon L. Solano
|
595,151
|
4.0
|
||||
Jay Rooney
|
-
|
-
|
||||
Clinton D. Fendley
|
-
|
-
|
||||
Michael F. Burns
|
42,260
|
*
|
||||
All directors, nominees and current executive officers (8 individuals)(7)
|
4,095,991
|
27.7
|
||||
*
|
Represents less than 1.0%.
|
(1)
|
The number of shares beneficially owned and the percentage of class determined for each person or group is determined under SEC rules, and the information is not necessarily indicative of ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the person or group has sole or shared voting or investment power and any shares that the person or group has the right to acquire within 60 days after the October 15, 2024, through the exercise of any stock option or other right. On October 15, 2024, the Company had 14,711,566 shares of common stock issued and outstanding.
|
(2)
|
The general partner of Newcastle Partners, L.P. ("NP") is Newcastle Capital Management, L.P. ("NCM"), the general partner of NCM is Newcastle Capital Group, L.L.C. ("NCG"), the sole member of NCG is NCM Services, Inc. ("NCMS"), the sole shareholder of NCMS is the Schwarz 2012 Family Trust ("Schwarz Trust") and the sole trustee of the Schwarz Trust is Mark E. Schwarz. Accordingly, each of Mr. Schwarz, the Schwarz Trust, NCMS, NCG, NCM, and NP and (a) may be deemed to beneficially own the 3,092,125 shares of Common Stock directly owned by NP as well as the 140,691 shares directly owned by Mr. Schwarz, together with the 80,000 shares which he may acquire pursuant to currently exercisable stock options and (b) may be considered a "group" for purposes of Section 13(d)(3) of the Exchange Act. Accordingly, each member of such group may be deemed to share voting and investment power over and beneficially own all shares of the Common Stock owned by all other members of the group. The address for each member of this group is Two Lincoln Centre, 5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas 75240.
|
(3)
|
As reported in Schedule 13D/A filed on January 11, 2021. Mr. Bares' address is 2600 Hill Country Blvd., Suite R-230, Austin, Texas 78738.
|
(4)
|
As reported on Schedule 13D/A filed on February 5, 2024. Mr. Nakash is the founder and majority shareholder of IMA Value (Funds Management) Ltd, the General Partner of IMA Value LLP, which is the holder of the shares.
|
(5)
|
Includes 53,086 shares which may be acquired by Mr. Coleman pursuant to currently exercisable options.
|
(6)
|
Includes 10,000 shares which may be acquired by Mr. Hammett pursuant to currently exercisable options.
|
(7)
|
Includes 63,086 shares which may be acquired pursuant to options currently exercisable.
|