[DEF 14A] Lucky Strike Entertainment Corp Definitive Proxy Statement

Rhea-AI Filing Summary

Lucky Strike Entertainment (LUCK) filed its definitive proxy for the 2025 Annual Meeting, to be held virtually on December 9, 2025 at 10:00 a.m. ET via webcast. Stockholders of record as of October 22, 2025 may vote online, by phone, or by mail.

The agenda seeks: (1) election of the nine director nominees and (2) ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending June 28, 2026. The Board recommends voting “FOR” both proposals.

The company maintains fully independent audit, compensation, and nominating/governance committees and is a NYSE “controlled company” as Thomas F. Shannon holds more than 50% of combined voting power.

Auditor fees for fiscal 2025 were: audit fees $1,926,600; tax fees $1,080,383; total $3,006,983. The audit committee determined these services are compatible with auditor independence.

Executive pay highlights for fiscal 2025: base salaries—Shannon $1,386,000; Lev Ekster $725,000; Robert M. Lavan $725,000. Annual Incentive Plan paid at 53% of target based on 90% EBITDA goal achievement, resulting in payouts of $922,000 (Shannon), $482,000 (Ekster), and $482,000 (Lavan).

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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☒

Definitive Proxy Statement

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☐

Definitive Additional Materials

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☐

Soliciting Material under § 240.14a-12

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Lucky Strike Entertainment Corporation

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

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☐

Fee paid previously with preliminary materials.

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☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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TO OUR STOCKHOLDERS:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Lucky Strike Entertainment Corporation (formerly known as Bowlero Corp.) to be held on December 9, 2025, at 10:00 a.m. Eastern Time (the “Annual Meeting”) in a virtual meeting format via live webcast at https://web.viewproxy.com/LUCK/2025. We have decided that the Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. We believe the virtual meeting technology provides expanded stockholder access while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting.

Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a notice instead of paper copies of this proxy statement. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including this proxy statement, and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You may vote by telephone or through the Internet by following the instructions on the notice you received, or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the notice you received in the mail.

Thank you for your ongoing support of and continued interest in Lucky Strike Entertainment Corporation. We look forward to your participation at the Annual Meeting.

Sincerely,

Thomas F. Shannon
Chairman and Chief Executive Officer
October 24, 2025

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LUCKY STRIKE ENTERTAINMENT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9, 2025

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Lucky Strike Entertainment Corporation, a Delaware corporation, will be held on December 9, 2025, at 10:00 a.m. Eastern Standard Time (the “Annual Meeting”) in a virtual meeting format via live webcast at https://web.viewproxy.com/LUCK/2025.

Stockholders will not be able to physically attend the Annual Meeting. We believe the virtual meeting technology provides expanded stockholder access while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. During the virtual meeting, you will be able to participate in a question and answer session and to vote your shares electronically. As always, we encourage you to vote your shares prior to the Annual Meeting.

The agenda of the Annual Meeting will be the following:

1.

the election of the director nominees named in the proxy statement;

​

2.

the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2026; and

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3.

the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.

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These items of business are more fully described in the proxy statement accompanying this notice.

Stockholders of record at the close of business on October 22, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. We will furnish proxy materials to all of our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting of Stockholders.

Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

YOUR VOTE IS IMPORTANT

You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card or voting instruction form. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares during the Annual Meeting.

Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting.

You can find detailed information regarding voting in the section entitled “Questions and Answers” starting on page 33 of the accompanying proxy statement.

The notice of the Annual Meeting and proxy statement are available at ir.luckystrikeent.com/investor-relations/sec-filings.

By order of the board of directors,

Thomas F. Shannon
Chairman and Chief Executive Officer
Mechanicsville, Virginia
October 24, 2025

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Table of Contents

​	PROPOSAL ONE	​	​	​	​	2	​	​
​	CORPORATE GOVERNANCE	​	​	​	​	6	​	​
​	Board Committees	​	​	​	​	6	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	7	​	​
​	Meetings of the Board of Directors	​	​	​	​	7	​	​
​	Board Leadership Structure	​	​	​	​	7	​	​
​	Corporate Governance Guidelines	​	​	​	​	9	​	​
​	Controlled Company Status	​	​	​	​	9	​	​
​	Human Capital Management	​	​	​	​	10	​	​
​	Evaluations of the Board, Committees, and Directors	​	​	​	​	10	​	​
​	Code of Business Conduct and Ethics	​	​	​	​	10	​	​
​	Role of Board in Risk Oversight	​	​	​	​	10	​	​
​	Director Independence	​	​	​	​	11	​	​
​	Prohibition on Hedging and Pledging of Company Securities	​	​	​	​	11	​	​
​	Communications with the Board of Directors	​	​	​	​	11	​	​
​	Information About Our Executive Officers	​	​	​	​	11	​	​
​	PROPOSAL TWO	​	​	​	​	13	​	​
​	Report of the Audit Committee	​	​	​	​	15	​	​
​	EXECUTIVE COMPENSATION	​	​	​	​	16	​	​
​	Introduction	​	​	​	​	16	​	​
​	Compensation Consultants	​	​	​	​	16	​	​
​	Employment Agreements	​	​	​	​	16	​	​
​	Stock Options	​	​	​	​	18	​	​
​	Stock Units and Restricted Shares	​	​	​	​	19	​	​
​	Retirement Plans	​	​	​	​	21	​	​
​	2025 Compensation Determinations	​	​	​	​	21	​	​
​	Equity Award Timing Policies	​	​	​	​	22	​	​
​	Summary Compensation Table	​	​	​	​	23	​	​
​	Outstanding Equity Awards at Fiscal Year End	​	​	​	​	24	​	​
​	Compensation of Directors	​	​	​	​	26	​	​
​	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	​	​	​	28	​	​
​	Business Combination	​	​	​	​	28	​	​
​	Stockholders Agreement	​	​	​	​	28	​	​
​	Registration Rights Agreement	​	​	​	​	28	​	​
​	Indemnification Agreements	​	​	​	​	28	​	​
​	Policies and Procedures for Related Party Transactions	​	​	​	​	28	​	​
​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	​	​	30	​	​
​	Delinquent Section 16(a) Reports	​	​	​	​	32	​	​
​	QUESTIONS AND ANSWERS	​	​	​	​	33	​	​
​	WHERE YOU CAN FIND MORE INFORMATION	​	​	​	​	38	​	​
​	OTHER MATTERS	​	​	​	​	39	​	​

In this Proxy Statement, unless otherwise indicated or the context otherwise requires, references to the “Company,” “Lucky Strike Entertainment,” “we,” “us” and “our” refer to Lucky Strike Entertainment Corporation and its consolidated subsidiaries.

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LUCKY STRIKE ENTERTAINMENT CORPORATION

7313 Bell Creek Road
Mechanicsville, VA 23111

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 9, 2025

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Lucky Strike Entertainment Corporation, a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (the “Board”) for use at our 2025 Annual Meeting of Stockholders to be held on December 9, 2025 in a virtual meeting format via live webcast at https://web.viewproxy.com/LUCK/2025 (the “Annual Meeting”), at 10:00 a.m. Eastern Standard Time, and at any adjournment or postponement thereof. Stockholders will not be able to physically attend the Annual Meeting. We believe the virtual meeting technology provides expanded stockholder access while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We encourage stockholder participation in the Annual Meeting, which we have designed to promote stockholder engagement.

You will be able to attend the Annual Meeting by first registering at https://web.viewproxy.com/LUCK/2025. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote and submit questions during the virtual meeting. There is no physical location for the Annual Meeting. The Rules of Conduct for the Annual Meeting will be available to view during the virtual meeting.

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), we are making this proxy statement available to our stockholders electronically via the Internet at ir.luckystrikeent.com/investor-relations/sec-filings. On or about October 24, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Internet Notice”), containing instructions on how to access this proxy statement and vote online or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice instructs you on how to access and review all of the important information contained in this proxy statement.

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PROPOSAL ONE

ELECTION OF THE DIRECTORS NAMED IN THIS PROXY STATEMENT

General

The current authorized size of the board is nine members. The authorized number of directors may be increased or decreased by our Board in accordance with our certificate of incorporation. At any meeting of the Board, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

At the Annual Meeting, our stockholders will vote to elect the nominees named in this proxy statement as directors, whose terms will expire at the annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”).

Each of our directors serves as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

The nominating and corporate governance committee recommended the election of Thomas F. Shannon, Michael J. Angelakis, Robert J. Bass, Richard Born, Jason Harinstein, Sandeep Mathrani, Alberto Perlman, Rachael A. Wagner, and John A. Young to our Board after considering each of their backgrounds, qualifications, and professional experience. Each of our director nominees has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2026 Annual Meeting and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast of the Common Stock and Preferred Stock voting together as a single class.

There are no family relationships between or among any of our executive officers, nominees, or continuing directors.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named above. If a nominee becomes unavailable for election or unable to serve as a director, and the Board does not choose to reduce the size of the Board, such shares will be voted for the election of such substitute nominee as the Board may propose.

Directors

The following table sets forth information with respect to our director nominees, assuming they are reelected at the Annual Meeting:

Director Nominees for Election at the Annual Meeting

Name

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Age

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Director Since

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Independent

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Board Committee(s)

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Thomas F. Shannon*

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60

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2021

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​

N

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Michael J. Angelakis

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61

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2021

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Y

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Nominating and Corporate Governance Committee+

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Robert J. Bass

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76

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2021

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Y

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Audit Committee,+ Nominating and Corporate Governance Committee

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Richard Born

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68

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2025

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Y

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Nominating and Corporate Governance Committee

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Jason Harinstein

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50

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2025

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Y

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​

Audit Committee, Compensation Committee

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Sandeep Mathrani

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63

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2021

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​

Y

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​

Audit Committee, Compensation Committee

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Alberto Perlman

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49

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2022

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​

Y

​

​

Audit Committee, Compensation Committee

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Rachael A. Wagner

​

​

43

​

​

2021

​

​

Y

​

​

Compensation Committee

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John A. Young**

​

​

60

​

​

2021

​

​

Y

​

​

Nominating and Corporate Governance Committee, Compensation Committee+

​

​

*

Chairman of the Board

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**

Lead Director

​

+

Committee Chair

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Board Nominees

Thomas F. Shannon is the founder, Chairman, Chief Executive Officer and a director of Lucky Strike Entertainment. Mr. Shannon became a director of Lucky Strike Entertainment upon consummation of the business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of July 1, 2021, as amended on November 1, 2021 (the “Business Combination Agreement”), by and among Isos Acquisition Corporation (“Isos”) and Bowlero Corp. (“Old Bowlero”). Mr. Shannon founded Old Bowlero with the acquisition of Bowlmor Lanes in 1997 and has grown the company into the world’s largest operator of bowling entertainment centers. Mr. Shannon holds a Master in Business Administration from the Darden School at the University of Virginia and is a graduate of the American University. Mr. Shannon is a valuable member of the Board because of his in-depth knowledge of Lucky Strike Entertainment’s business resulting from his years of service with the Company and his leadership experience as Lucky Strike Entertainment’s Founder, Chairman and Chief Executive Officer.

Michael J. Angelakis had been a director of Old Bowlero since 2017 and became a director of Lucky Strike Entertainment upon consummation of the Business Combination. He is the Chairman and Chief Executive Officer of Atairos. He also serves as a Senior Advisor to the Executive Management Committee of Comcast Corporation. Prior to founding Atairos, he served as Comcast’s Vice Chairman and Chief Financial Officer. In those roles, Michael was responsible for many strategic, financial, administrative, and other areas within Comcast. During his tenure at Comcast, Michael was recognized by Institutional Investor magazine as one of “America’s Best Chief Financial Officers” six out of eight years. Prior to joining Comcast, Michael served as a Managing Director and a member of the Management and Investment Committees of Providence Equity Partners, one of the leading private equity firms investing in technology, media, and communications companies around the world. Before joining Providence, Michael was Chief Executive Officer of State Cable TV Corporation and Aurora Telecommunications. He also served as Vice President at Manufacturers Hanover Trust Company in New York, where he oversaw one of the bank’s media and communications portfolios. Additionally, Michael spent several years in London developing Manufacturers Hanover’s acquisition finance and merchant banking activities throughout Western Europe. He is a member of the board of directors of the following public companies: Exxon Mobil Corporation (NYSE: XOM), TriNet Group (NYSE: TNET) and American Express Company (NYSE: AXP), as well as the following private companies: Arcis Golf and The Orogen Group, and V Sports. Previously, Michael was the Chairman of the Board for the Federal Reserve Bank of Philadelphia, a member of the board of directors of Clarivate PLC, Duke Energy, Groupon Corporation (NASDAQ: GRPN), Hewlett Packard Enterprises (NYSE: HPE), and a trustee of Babson College. Michael is a graduate of the Owner/President Management Program at the Harvard Business School and of Babson College. Mr. Angelakis is a valuable member of the Board because of his extensive financial expertise and his years of experience on the boards of directors of other public companies.

Robert J. Bass became a director of Lucky Strike Entertainment upon the consummation of the Business Combination. Mr. Bass served as a vice chairman of Deloitte & Touche LLP from 2006 through June 2012, and was a partner at Deloitte from 1982 through June 2012, where he specialized in e-commerce, mergers and acquisitions, SEC filings, and related issues. At Deloitte, Mr. Bass was responsible for all services provided to Forstmann Little and its portfolio companies and was the advisory partner for Blackstone, DIRECTV, 24 Hour Fitness, McKesson, IMG, and CSC. In addition, he has been an advisory partner for RR Donnelley, Automatic Data Processing, Community Health Systems and Avis Budget. Mr. Bass serves on the board of directors of Groupon (NASDAQ: GRPN) and is both a member of the compensation committee and chairman of the audit committee. He serves as a member of the board of directors of Apex Tool Group, LLC, including as chairman of the audit committee. Mr. Bass also serves on the board of trustees of Blackstone Secured Lending Fund (NYSE: BXSL) and is chairman of the audit committee and a member of the nominating/governance committee and the compensation committee. He serves on the board of trustees of Blackstone Private Credit Fund and is chairman of the audit committee and a member of the nominating/governance committee and the compensation committee. Previously, Mr. Bass served on the board of directors and as chairman of the audit committee and as a member of the nominating/governance committee of Redfin Corporation (NASDAQ: RDFN) from October 2016 to July 2025. He also served on the board of directors of Sims Metal Management (ASX: SGM.AX) from September 2013 to December 2018 and was a member of the risk and audit committee from September 2013, including serving as chairman of the risk and audit committee from November 2014. Mr. Bass also served

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on the board of directors and as chairman of the audit committee of New Page Corporation from January 2013 (emergence from chapter XI) to January 2015 (sale of the company). Mr. Bass is a certified public accountant licensed in New York and Connecticut. He is a member of the American Institute of Certified Public Accountants and the Connecticut State Society of Certified Public Accountants. Mr. Bass holds a Master in Business Administration from the Columbia University Graduate School of Business and a Bachelor of Business Administration Degree from Emory University. Mr. Bass is a valuable member of the Board because of his experience and knowledge of public company financial reporting and accounting. His experience at the highest levels of a Big Four accounting firm is an invaluable resource to the Board in its oversight of the Company’s financial statements and SEC filings.

Richard Born became a director of Lucky Strike Entertainment in June 2025. Mr. Born, a pioneering force in hospitality-focused real estate, has worked in real estate development and management for over 35 years, with a focus on the hospitality industry and is a co-founder of BD Hotels. He holds indirect interests in approximately 25 hotels and approximately 20 other real estate properties and is directly involved in the management and operation of more than half of these assets. Mr. Born’s projects include iconic properties such as the Hotel Chelsea, the Bowery Hotel, the Mercer, and the Ludlow, which have redefined the guest experience and helped shape the hospitality scene in New York as well as other major markets. Mr. Born is a graduate of the New York University School of Medicine, after which he completed three years of surgical residency.

Jason Harinstein became a director of Lucky Strike Entertainment in June 2025. Mr. Harinstein brings over two decades of executive leadership from some of the industry’s most innovative and data-driven companies. Mr. Harinstein served as the Chief Financial Officer of Collectors Holdings Inc. from December 2021 through October 2025. Prior to that role, Mr. Harinstein served as the Chief Financial Officer of Flatiron Health, Inc. from April 2017 through December 2021 and has also held corporate and business development leadership positions at Groupon and Google. Mr. Harinstein is also a member of the board of directors of Groupon, Funko, and Collectors Holdings Inc. Mr. Harinstein is a graduate of the University of Chicago Booth School of Business.

Sandeep Mathrani became a director of Lucky Strike Entertainment upon consummation of the Business Combination. Mr. Mathrani currently serves as Managing Director of Sycamore Partners, a private equity firm specializing in consumer, distribution, and retail-related investments. Mr. Mathrani served as the chief executive officer of WeWork (NYSE: WEWK) and a member of its board of directors from February 2020 to May 2023. Prior to WeWork, he served as CEO of Brookfield Properties Retail Group and as Vice Chairman, Brookfield Properties from August 2018 to February 2020. Prior to that, he served as CEO of GGP Inc. for eight years, during which time he oversaw the company’s strategic rebranding in 2017 to a retail real estate company, as well as the successful $9.25 billion acquisition of GGP by Brookfield Property Partners in 2018. Before joining GGP in 2010, Mr. Mathrani was President of Retail for Vornado Realty Trust, where he oversaw the firm’s U.S. retail real estate division. Before that, he spent nearly a decade as Executive Vice President at Forest City Ratner. Mr. Mathrani currently serves as a member of the board of directors of Dick’s Sporting Goods (NYSE: DKS), Tanger Factory Outlet Center, Inc. (NYSE: SKT) and Mindspace REIT. Mr. Mathrani served on the executive board and the board of trustees for the International Council of Shopping Centers, the executive board and 2019 chair of the National Association of Real Estate Investment Trusts, as well as on the board of directors for Host Hotels & Resorts, Inc. (Nasdaq: HST). He holds a Master of Engineering, Master of Management Science and Bachelor of Engineering from Stevens Institute of Technology. Mr. Mathrani is a valuable member of the Board because of his significant experience as a real estate industry veteran and his valuable corporate governance, management, operational and strategic expertise.

Alberto Perlman became a director of Lucky Strike Entertainment in December 2022. Mr. Perlman currently serves as the chief executive officer and co-founder of Zumba Fitness, LLC, the largest branded fitness program in the world. At Zumba, Mr. Perlman oversees marketing, product development, business development, and innovation, and negotiates strategic partnerships with fitness clubs and organizations around the world. Since its inception in 2001, the Zumba® program has grown from a single class taught in a Miami gym into a global movement and expansive lifestyle brand. Zumba now reaches 15 million weekly participants in 200,000 locations in 186 countries. Prior to founding Zumba, Mr. Perlman was founder and CEO of internet- incubator Spydre Labs and worked as a consultant for the Mitchell Madison Group.

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Mr. Perlman earned his bachelor’s degree in business from Babson College. Mr. Perlman is a valuable addition to the Board due to his experience and perspective in marketing, business development, collaborations, public relations, and social media.

Rachael A. Wagner had been a director of Old Bowlero since 2017 and became a director of Lucky Strike Entertainment upon consummation of the Business Combination. She is a Partner at Atairos, where she leads investments in the leisure, entertainment, and digital media industries. Ms. Wagner joined Atairos from Lindsay Goldberg, where she participated in all major investment functions, including origination, transaction execution, and portfolio company development. Ms. Wagner was a Managing Director at Lindsay Goldberg and served as a Director on several portfolio company boards across a wide range of industries, including food & beverage manufacturing, specialty distribution, government services, and downstream energy. Prior to joining Lindsay Goldberg, Ms. Wagner worked at Lion Capital and in the Private Equity group at Blackstone. She previously served as a member of the board of directors of Oxford University’s Saïd Business School and as a member of the Council on Foreign Relations. Ms. Wagner is a member of the board of directors of Arcis Golf, Wilson College and LifeLabs Learning, a workplace training and consulting company. She received her Master of Business Administration degree and an MSc in Comparative Social Policy from Oxford University, where she was a Rhodes Scholar, and her Bachelor’s degree from Harvard University. Ms. Wagner is a valuable member of the Board because of her management and professional experience.

John A. Young had been a director of Old Bowlero and its predecessor entities since 2013 and became a director of Lucky Strike Entertainment upon consummation of the Business Combination. He is the retired President, CEO and Director of Colfax Corporation (NYSE:CFX). He was one of the co-founders of Colfax and served as its Chief Financial Officer from 1995 to 2000 and Chief Executive Officer from 2000 until 2010. After leaving Colfax, he served as a Senior Advisor to Oaktree Capital Management from 2011 until 2016 and has been a director of multiple privately owned businesses in the industrial, recreational products and healthcare industries. Prior to employment with Colfax, Mr. Young was Director of Corporate Development at AMF Industries and was an M&A Associate at Chase Manhattan Bank. Mr. Young is a graduate of the University of Virginia with a Master in Business Administration from the Darden School of Business, where he was a Shermet Scholar, and a Bachelor of Science Degree in Finance from the McIntire School. Mr. Young is a valuable member of the Board because of his years of management experience and expertise.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES NAMED ABOVE.

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CORPORATE GOVERNANCE

Board Committees

The Board committees consist of an audit committee, a compensation committee and a nominating and corporate governance committee.

Each of our committees is governed by a written charter that satisfies the applicable New York Stock Exchange (“NYSE”) listing standards. Copies of the charters for each committee are available on the investor relations page of our website at ir.luckystrikeent.com/investor-relations/governance. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

During fiscal 2025, our audit committee consisted of Robert J. Bass (chair), Sandeep Mathrani, Alberto Perlman, and John A. Young. Our Board has determined that Robert J. Bass qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and that Robert J. Bass, Sandeep Mathrani, Alberto Perlman, and John A. Young are independent as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under NYSE listing standards. The principal duties and responsibilities of our audit committee are as follows:

•

to prepare the annual audit committee report to be included in our annual proxy statement;

​

•

to oversee and monitor our financial reporting process;

​

•

to oversee and monitor the integrity of our financial statements and internal control system;

​

•

to oversee and monitor the independence, retention, performance, and compensation of our independent registered public accounting firm, including evaluating the performance of the lead audit partner and confirming rotation requirements have been complied with;

​

•

to oversee and monitor the performance, appointment, and retention of our internal audit function;

​

•

to discuss, oversee and monitor policies with respect to risk assessment and risk management, including cybersecurity risk;

​

•

to oversee and monitor our compliance with certain legal and regulatory matters; and

​

•

to provide regular reports to the Board.

​

The audit committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

No member of our audit committee may simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service does not impair the ability of such member to effectively serve on our audit committee. Mr. Bass currently serves on the audit committees of three other public companies. Given Mr. Bass’s extensive experience as an audit professional, his proficiency in accounting, and his knowledge of the Company, the Board has determined that Mr. Bass’s simultaneous service on the audit committees of more than two other public companies does not impair his ability to effectively serve on our audit committee.

Compensation Committee

During fiscal 2025, our compensation committee consisted of John A. Young (chair), Sandeep Mathrani, Alberto Perlman, and Rachael A. Wagner. The principal duties and responsibilities of the compensation committee are as follows:

•

to review and make recommendations to the Board regarding our compensation policies and programs;

​

•

to review and approve the compensation of our chief executive officer and other officers, including all material benefits, option or stock award grants and perquisites and all material employment agreements;

​

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•

to review and approve our incentive compensation plans, pension plans and equity-based compensation plans;

​

•

to administer incentive compensation, pension plans, and equity-based compensation plans;

​

•

to review and approve financial and other performance targets that must be met;

​

•

to review and make recommendations to the Board regarding compensation of non-executive directors; and

​

•

to prepare an annual compensation committee report and take such other actions as are necessary and consistent with the governing law and our organizational documents.

​

Our compensation committee is authorized to engage a compensation consultant to assist the compensation committee in its responsibilities. During fiscal 2025, the compensation committee engaged Mercer as its compensation consultant.

Nominating and Corporate Governance Committee

During fiscal 2025, our nominating and corporate governance committee consisted of Michael J. Angelakis (chair), Robert J. Bass, and John A. Young. The principal duties and responsibilities of the nominating and corporate governance committee are as follows:

•

to identify candidates qualified to become directors of the Company, consistent with criteria approved by our Board;

​

•

to review and recommend to the Board a succession plan for the chief executive officer and other executive officers;

​

•

to recommend to our Board nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on the committees of the Board;

​

•

to recommend to our Board candidates to fill vacancies and newly created directorships on the Board;

​

•

to develop, review and assess annually the adequacy of the Company’s corporate governance principles and guidelines and recommend to our Board any changes deemed appropriate; and

​

•

to oversee the evaluation of our Board.

​

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was at any time during fiscal 2025, or at any other time, one of our officers or employees. We are parties to certain transactions with A-B Parent LLC, a Delaware limited liability company (“Atairos”) described in “Certain Relationships and Related Person Transactions” below. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our Board or member of our compensation committee.

Meetings of the Board of Directors

Our Board held four meetings during fiscal 2025. Our audit committee, compensation committee and corporate governance and nominating committee each met four times during the fiscal year ended June 29, 2025. During fiscal 2025, each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of the Board and each committee of which he or she was a member. Each director is also encouraged and expected to attend the Company’s annual meeting of stockholders.

Board Leadership Structure

As outlined in our corporate governance guidelines, the Board is elected by stockholders to provide oversight and strategic guidance to senior management. The basic responsibility of the directors is to

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exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its stockholders. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company’s officers, employees, outside advisors, and independent auditors. The Board selects and oversees senior management, to whom the Board delegates the authority and responsibility for the conduct of the day-to-day operations of the business. The Board has established a strategic planning process to establish objectives and goals for the Company and will review, approve, and modify, as appropriate, the strategies proposed by senior management to achieve such objectives and goals. The Board will review and approve, as appropriate, a strategic plan that takes into account, among other things, the opportunities and risks of the Company’s business and affairs.

Our Board is currently led by our Chairman, Mr. Shannon, who founded Old Bowlero with the acquisition of Bowlmor Lanes in 1997 and has grown Lucky Strike Entertainment Corporation into one of the world’s premier operators of location-based entertainment. Our Company benefits from Mr. Shannon’s significant leadership experience and accumulated expertise in the bowling industry. The Board is further comprised of a fully independent audit committee and a fully independent compensation committee. These independent committees align with the Company’s corporate governance policies and practices and assure adequate independence of the Board. Mr. Young serves as our Lead Director. Under our corporate governance guidelines, the responsibilities of the Lead Director include, among other things, presiding at all meetings of the Board at which the Chairman is not present including executive sessions of the independent directors, serving as liaison between the Chairman and the independent directors and having the authority to call meetings of the independent directors.

Identifying and Evaluating Candidates for the Board of Directors

Subject to the terms of the Stockholders’ Agreement (described below), the nominating and corporate governance committee is responsible for recommending director candidates to the Board. Nominees for directorship are identified by the nominating and corporate governance committee in accordance with the criteria set forth below and any other criteria that may be identified by the Board or a committee of the Board, if appropriate, and in accordance with the procedures set forth in the nominating and corporate governance committee’s charter. The Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The nominating and corporate governance committee’s assessment of a potential candidate will include an individual’s independence, as well as consideration of age, skills and experience, and a policy of promoting diversity, in the context of the needs of the Company.

The criteria assessed by the nominating and corporate governance committee when evaluating a candidate for director include:

•

Simultaneous Service.   No director should serve on more than three other public company boards. No member of the audit committee should serve on more than two other public company audit committees unless the Board determines that such simultaneous service does not impair the ability of such member to effectively serve on the audit committee and such determination is appropriately disclosed. No director who is an executive officer of another public company should serve on more than two other public company boards, aside from the board of their own company. Directors should advise the Chairman and the chair of the nominating and corporate governance committee in advance of accepting an invitation to serve on another public company board or audit committee or to assume the chair or lead independent director position on another public company board.

​

•

Financial Literacy.   Directors should know how to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company.

​

•

Character.   Directors should be persons of good character and thus should possess all of the following personal characteristics:

​

•

Integrity:   directors should demonstrate high ethical standards and integrity in their personal and professional dealings;

​

•

Accountability:   directors should be willing to be accountable for their decisions as directors;

​

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•

Judgment:   directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues;

​

•

Responsibility:   directors should interact with each other in a manner which encourages responsible, open, challenging, and inspired discussion;

​

•

High Performance Standards:   directors should have a history of achievements which reflects high standards for themselves and others;

​

•

Commitment and Enthusiasm:   directors should be committed to, and enthusiastic about, their performance for the Company as directors, both in absolute terms and relative to their peers; and

​

•

Courage:   directors should possess the courage to express views openly, even in the face of opposition.

​

•

Expectations.   Each director will be expected to: dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties; comply with the duties and responsibilities set forth herein and in the Amended and Restated Bylaws of the Company; comply with all duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in our jurisdiction of incorporation, subject to the provisions set forth in the Company’s governing documents; and adhere to the Company’s Code of Conduct and Business Ethics, including, but not limited to, the policies on conflicts of interest expressed therein and any other Company policies that apply to Directors.

​

On July 1, 2021, we entered into a stockholders agreement (the “Stockholders Agreement”) with Atairos and Mr. Shannon (as successor in interest to Cobalt Recreation, LLC), pursuant to which each of Atairos and Mr. Shannon has the right to designate nominees for election to our Board at any meeting of our stockholders. The number of nominees that each of Atairos and Mr. Shannon is entitled to nominate is dependent on their respective beneficial ownership of Lucky Strike Entertainment Corporation’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) and Lucky Strike Entertainment Corporation’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). For so long as Atairos and its affiliates own (i) 15% or more of the combined Class A Common Stock and the Class B Common Stock, Atairos will be entitled to designate three directors to our Board and (ii) less than 15% but at least 5%, Atairos will be entitled to designate one director to our Board. For so long as Mr. Shannon and its affiliates own (i) 15% or more of the combined Class A Common Stock and the Class B Common Stock, Mr. Shannon will be entitled to designate three directors to our Board and (ii) less than 15% but at least 5%, Mr. Shannon will be entitled to designate one director to our Board.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines, which provide the framework for our corporate governance along with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, committee charters and other key governance practices and policies. Our corporate governance guidelines cover a wide range of subjects, including the conduct of board meetings, independence and selection of directors, board membership criteria, and board committee composition. The corporate governance guidelines can be accessed on the investor relations page of our website at ir.luckystrikeent.com.

Controlled Company Status

Mr. Shannon, directly or indirectly, controls more than 50% of our combined voting power. As a result, Lucky Strike Entertainment Corporation is a “controlled company” for the purposes of NYSE’s rules and corporate governance standards. As a “controlled company,” we are permitted not to comply with certain corporate governance requirements, including (1) those that would otherwise require our Board to have a majority of independent directors, (2) those that would require that we establish a compensation committee composed entirely of independent directors and with a written charter addressing the committee’s purpose and responsibilities and (3) those that would require we have a nominating and corporate governance committee comprised entirely of independent directors with a written charter addressing the

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committee’s purpose and responsibilities, or otherwise ensure that the nominees for directors are determined or recommended to our Board by the independent members of our Board. Although we do not currently avail ourselves of any of the exemptions available to controlled companies, we may choose to do so in the future at our discretion. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares of common stock continue to be listed on NYSE, we will be required to comply with these provisions within the applicable transition periods if we had chosen to utilize any of these exemptions.

Human Capital Management

Overview

As of June 29, 2025, we employed approximately 12,450 employees, including approximately 11,772 in the operation of our centers and approximately 678 at the corporate level. We had 3,280 full-time employees and 9,170 part-time employees, of whom 65 were based in Canada and 101 in Mexico. We had 53 employees who are members of a union. We believe that our employee relations are satisfactory, and we have not experienced any work stoppages at any of our centers. Each center typically employs a center General Manager, two operation managers, a facilities manager who oversees the maintenance of the facility and bowling equipment, and approximately 20 to 30 associates to handle food and beverage preparation, customer service, and maintenance. Our staffing requirements are seasonal, and the number of people we employ at our stores fluctuates throughout the year.

Human Capital Management Strategy

Our reputation for exceptional quality relies on having exceptional people who support our guest- focused mission in our bowling centers, so we ensure that our team is rewarded, engaged, and developed to build fulfilling careers. We provide competitive associate wages that are appropriate to employee positions, skill levels, experience, knowledge, and geographic location. In the United States, we offer our associates a wide array of health, and welfare benefits, which we believe are competitive relative to others in our industry. We benchmark our benefits plan annually to ensure our associate value proposition remains competitive and attractive to new talent. In our operations in Canada and Mexico, we offer benefits that may vary from those offered to our U.S. associates due to customary local practices and statutory requirements. In all locations, we provide time off benefits, company-paid holidays, recognition programs, and career development opportunities.

Evaluations of the Board, Committees, and Directors

Our Board evaluates its performance and the performance of its committees and individual directors on an annual basis through an evaluation process administered by our nominating and corporate governance committee. The Board aims to discuss each evaluation to determine what, if any, actions should be taken to improve the effectiveness of the Board, any committee thereof, or of the directors.

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics that applies to all of our directors, officers, and employees and is intended to comply with the relevant listing requirements for a code of conduct, as well as qualify as a “code of ethics” as defined by the rules and regulations of the SEC and NYSE. The code of business conduct and ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions, and our directors, on our website at www.luckystrikeent.com. The code of business conduct and ethics is available on our website.

Role of Board in Risk Oversight

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting to the Board by the audit committee.

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The audit committee represents the Board by periodically reviewing our accounting, reporting, and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

Director Independence

Our independent directors, as such term is defined by the NYSE rules, are Michael J. Angelakis, Robert J. Bass, Richard Born, Jason Harinstein, Sandeep Mathrani, Alberto Perlman, Rachael A. Wagner, and John A. Young. While we are a “controlled company,” we are not required to have a majority of independent directors. However, a majority of our Board consists of independent directors, with a fully independent audit committee, compensation committee, and nominating and corporate governance committee.

Prohibition on Hedging and Pledging of Company Securities

The Company’s Corporate Governance Guidelines prohibit directors, executive officers and employees, and their designees, from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s equity securities that are (1) granted to the director, officer or employee by the Company as part of such director’s, officer’s or employee’s compensation; or (2) held, directly or indirectly, by the director, officer or employee, unless such transactions are pre-approved by the Company’s Chief Legal Officer or his or her designee. Any person seeking such an exception must submit a request for approval at least two weeks prior to the transaction. In addition, our Securities Trading Policy, which governs the purchase, sale, and/or other dispositions of the our securities by directors, officers and employees and prohibits trading by any person while in possession of material non-public information in violation of applicable law, prohibits our directors, officers, and employees from pledging, or otherwise granting a security interest in, Company securities, unless such transactions are pre-approved by the Company’s Chief Legal Officer or his or her designee. Any person seeking such an exception must submit a request for approval at least two weeks prior to the transaction.

Communications with the Board of Directors

Stockholders and other interested parties desiring to communicate directly with the full Board, the audit committee, the non-management directors as a group or with any individual director or directors may do so by sending such communication in writing, addressed to the attention of the intended recipient(s), c/o Chief Legal Officer, Lucky Strike Entertainment Corporation, 7313 Bell Creek Road, Mechanicsville, VA 23111.

All communications received that relate to accounting, internal accounting controls or auditing matters will be referred to the chairman of the audit committee unless the communication is otherwise addressed. All other communications received will be forwarded to the appropriate director or directors.

Information About Our Executive Officers

The following table sets forth information with respect to our executive officers as of the date of this proxy statement:

Name	​	​	Age	​	​	Position(s)	​
Thomas F. Shannon	​	​	60	​	​	Chairman, Chief Executive Officer, Director	​
Lev Ekster	​	​	41	​	​	President	​
Robert M. Lavan	​	​	43	​	​	Chief Financial Officer and Treasurer	​

A description of the business experience of Thomas F. Shannon is provided above under the section titled “Election of the Directors Named in this Proxy Statement — Board Nominees.”

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Robert M. Lavan.   Robert M. Lavan has served as the Chief Financial Officer and Treasurer of Lucky Strike Entertainment since May 2023. Prior to joining Lucky Strike Entertainment, Mr. Lavan was Executive Vice President and Chief Financial Officer of Bally’s Corporation (NYSE:BALY) since April 2022 and its Senior Vice President, Finance & Investor Relations from May 2021 to March 2022. Prior to joining Bally’s Corporation, Mr. Lavan was Chief Financial Officer of Turning Point Brands (NYSE:TPB). Prior to Turning Point Brands, he was Chief Financial Officer of General Wireless Operations, an electronics retailer, and held various analyst and portfolio manager roles on Wall Street. Mr. Lavan has a B.S. in Engineering from the University of Pennsylvania.

Lev Ekster.   Lev Ekster has served as President of Lucky Strike Entertainment since January 2024. Prior to this appointment, Mr. Ekster held various positions at Lucky Strike Entertainment from 2013, most recently as Chief Strategy Officer from January 2021 to January 2024. Mr. Ekster has a B.A. in Business Administration from Ithaca College and a J.D. from New York Law School where he graduated Cum Laude.

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PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 28, 2026

Ratification of Appointment of the Independent Registered Public Accounting Firm

Our Board and the audit committee are asking our stockholders to ratify the appointment by the audit committee of Deloitte & Touche LLP (“Deloitte”), as the independent registered public accounting firm to conduct the audit of our financial statements for the fiscal year ending June 28, 2026. Stockholder ratification of such selection is not required by our Amended and Restated Bylaws or any other applicable legal requirement. However, our Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance.

A representative of Deloitte is expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and is expected to be available to respond to appropriate questions.

Ratification of the appointment of Deloitte requires the vote of a majority of the shares of our Common Stock and Preferred Stock, voting together as a single class, cast affirmatively or negatively on the matter. In the event our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to continue to retain Deloitte for the fiscal year ending June 28, 2026. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee believes that such a change should be made.

Principal Accountant Fees and Services

The following table presents fees for professional audit services rendered by Deloitte for the audit of the Company’s financial statements for the years ended June 29, 2025 and June 30, 2024, and fees billed for other services rendered by Deloitte.

​

​

​

Fiscal Year Ended

​

​

​

​

June 29, 2025

​

​

June 30, 2024

​

Audit fees(1)

​

​

​

$

1,926,600

​

​

​

​

$

1,736,700

​

​

Audit-related fees(2)

​

​

​

​

—

​

​

​

​

​

—

​

​

Tax fees(3)

​

​

​

​

1,080,383

​

​

​

​

​

1,429,793

​

​

All other fees(4)

​

​

​

​

—

​

​

​

​

​

—

​

​

Total fees

​

​

​

$

3,006,983

​

​

​

​

$

3,166,493

​

​

​

(1)

Audit fees above are professional services associated with the annual audit of our financial statements, review of interim financial statements, and professional consultations with respect to accounting issues directly related to the financial statement audit.

​

(2)

Audit-related fees relate to professional services that are reasonably related to the performance of the audit or review of Lucky Strike Entertainment Corporation’s financial statements.

​

(3)

Tax fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits, as well as for tax consulting and planning services.

​

(4)

All other fees relate to professional services not included in the categories above, including services related to other permissible advisory services and regulatory reporting requirement.

​

Determination of Independence

In considering the nature of the services provided by our independent registered public accounting firm, the audit committee determined that such services are compatible with the provision of independent

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audit services. The audit committee discussed these services with our independent registered public accounting firm and our management to determine that they are permitted under the rules and regulations concerning auditor independence.

Additional information concerning the audit committee and its activities can be found in the following sections of this proxy statement: “Board Committees — Audit Committee” and “Report of the Audit Committee.”

Pre-Approval Policy

To ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm or other auditors as permitted by Section 10A of the Exchange Act and all related fees and other terms of engagement must be pre-approved by the audit committee. The audit committee approved all services provided by Deloitte during the years ended June 29, 2025 and June 30, 2024. The audit committee has considered the nature and amount of the fees billed by Deloitte and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Deloitte’s independence.

Recommendation of Our Board of Directors and Audit Committee

OUR BOARD OF DIRECTORS AND OUR AUDIT COMMITTEE UNANIMOUSLY RECOMMEND THAT OUR STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 28, 2026.

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Report of the Audit Committee

The audit committee oversees our independent registered public accounting firm and assists our Board in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements, our compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and financial management personnel. Management is responsible for the preparation, presentation, and integrity of our financial statements.

In fulfilling its oversight responsibilities, the audit committee:

•

reviewed and discussed our financial statements as of and for the fiscal year ended June 29, 2025 with management and Deloitte;

​

•

discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC;

​

•

received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB; and

​

•

discussed the independence of Deloitte with that firm.

​

Based on the audit committee’s review and discussions noted above, the audit committee recommended to our Board, and our Board approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2025 for filing with the SEC. Deloitte served as our independent registered public accounting firm since 2022. The audit committee has appointed Deloitte as our independent registered public accounting firm for the fiscal year ending June 28, 2026.

Submitted by the audit committee of our Board:

Robert J. Bass
Jason Harinstein
Sandeep Mathrani
Alberto Perlman

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EXECUTIVE COMPENSATION

Introduction

This section provides an overview of our executive compensation program, including a narrative description of the material factors necessary to understand the information disclosed below in the “Summary Compensation Table.” For the fiscal year ended June 29, 2025, our named executive officers are:

•

Thomas F. Shannon, Chairman and Chief Executive Officer;

​

•

Lev Ekster, President; and

​

•

Robert M. Lavan, Chief Financial Officer and Treasurer.

​

Compensation Consultants

Our compensation committee is authorized to engage a compensation consultant to assist the compensation committee in its responsibilities. During fiscal 2025, the compensation committee engaged Mercer as its compensation consultant to provide ongoing advisory services to the compensation committee, which include review of the executive compensation of our officers and outside directors, development of market-based incentive guidelines, compensation decision support, and other services as may be directed by the compensation committee. The compensation consultants from Mercer have no other direct or indirect business relationships with us. The compensation committee has assessed the independence of Mercer and has concluded that its engagement of Mercer does not raise any conflict of interest with the Company or any of its directors or executive officers.

Employment Agreements

Employment Agreement with Mr. Shannon

Effective as of the closing of the Business Combination, the Company entered into an employment agreement with Mr. Shannon, as Chief Executive Officer. The agreement superseded Mr. Shannon’s prior employment agreement with Old Bowlero.

Under the terms of the employment agreement, Mr. Shannon serves as a member of our Board and its Chairman. The initial term of Mr. Shannon’s employment was scheduled to expire on the third anniversary of the effective date (which was December 15, 2024), subject to automatic renewal for successive one-year periods unless either party provides at least 90 days’ notice of non-renewal. A notice of non-renewal was not provided by either party.

The agreement provides for an initial annual base salary of $1,274,000 for Mr. Shannon (subject to annual review by our compensation committee for possible increase and currently $1,386,000 for fiscal 2025) and for target and maximum annual bonuses equal to 100% and 200% of base salary. The actual amount of any bonus that Mr. Shannon earns will be determined by our compensation committee in accordance with the terms of the Company’s annual incentive plan, with overall corporate performance goals the same as for other senior executives.

Under the terms of the employment agreement, Mr. Shannon is entitled to participate in all employee benefit plans made available to executive officers generally, reimbursement of reasonable business expenses, and four weeks of vacation per year (or such greater vacation benefits as may be provided to other senior executives). In addition, under the Company’s Corporate Aircraft Policy, Mr. Shannon is entitled to use the Company’s aircraft for non-business purposes in accordance with the provisions of the policy, for up to 77 hours per year in the aggregate.

The agreement provides for severance benefits on termination of employment by the Company without “cause” or by Mr. Shannon for “good reason” ​(as such terms are defined in the agreement), consisting of the following:

•

an amount equal to the sum of the executive’s base salary plus target bonus, payable in equal monthly installments over 12 months;

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•

the annual bonus for the fiscal year of termination, determined based on actual performance, as prorated based on the number of days employed in the year; and

​

•

payment or reimbursement of premiums for continued health plan coverage for up to 18 months.

​

However, if the termination occurs during the “change in control period” ​(as defined in the agreement), the severance benefits consist of the following:

•

an amount equal to two times the sum of the executive’s base salary plus target bonus, payable in a lump sum;

​

•

the annual bonus for the fiscal year of termination, determined based on actual performance (but not less than the target bonus), as prorated based on the number of days employed in the year;

​

•

fully accelerated vesting of all equity awards; and

​

•

payment or reimbursement of premiums for continued health plan coverage for up to 18 months.

​

These severance benefits are subject to Mr. Shannon’s execution and non-revocation of a mutual release of claims in the form attached to the agreement, and his not materially breaching the restrictive covenants in the agreement (including confidentiality, non-competition, invention assignment and non-solicitation of customers, employees and consultants).

Employment Agreement with Mr. Lavan

We entered into an amendment to our employment agreement with Mr. Lavan, our Chief Financial Officer and Treasurer, on May 7, 2025. Under the amended agreement, Mr. Lavan’s annual base salary was increased to $725,000, subject to annual review by our compensation committee, and the term of the agreement was extended by two-years (ending May 2027). Under the terms of the employment agreement, as amended, Mr. Lavan is entitled to participate in all employee benefit plans made available to executive officers generally, including our long-term incentive compensation plan, and reimbursement of reasonable business expenses.

Mr. Lavan’s employment agreement provides for severance benefits on termination of employment by the Company without “cause” or by him for “good reason” ​(as such terms are defined in the agreement), consisting of the following:

•

an amount equal to his base salary, at the rate in effect on the date of termination, payable in equal monthly installments over 12 months; and

​

•

payment or reimbursement of premiums for continued health plan coverage for up to 12 months.

​

However, if the termination occurs during the “change in control period” ​(as defined in the agreement), the 12 months of base salary is payable in a lump sum (rather than in monthly installments over 12 months).

These severance benefits are subject to Mr. Lavan’s execution and non-revocation of a release of claims in a form provided by the Company following the last day of employment, and his not materially breaching restrictive covenants relating to confidentiality, intellectual property, cooperation, non-competition, and non-solicitation of customers, employees and agents.

Employment Agreement with Mr. Ekster

We entered into an employment agreement with Mr. Ekster, our President, on November 6, 2024. The agreement provides for an initial base salary of $725,000 and is subject to annual review. The term of Mr. Ekster’s employment is two years (ending in November 2026). Pursuant to the agreement, Mr. Ekster’s target annual bonus must be a minimum of 50% of his annual base salary, subject to a final determination by the compensation committee; and he is also eligible to participate in our savings, retirement and welfare plans and long-term incentive plan in accordance with their terms.

Mr. Ekster’s employment agreement provides for severance benefits on termination of employment by the Company without “cause” or by him for “good reason” ​(as such terms are defined in the agreement), consisting of the following:

•

an amount equal to his base salary, at the rate in effect on the date of termination, payable in equal monthly installments over 12 months; and

​

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•

payment or reimbursement of premiums for continued health plan coverage for up to 12 months.

​

However, if the termination occurs during the “change in control period” ​(as defined in the agreement), the 12 months of base salary is payable in a lump sum (rather than in monthly installments over 12 months).

These severance benefits are subject to Mr. Ekster’s execution and non-revocation of a release of claims in a form provided by the Company following the last day of employment, and his not materially breaching restrictive covenants relating to confidentiality, intellectual property, cooperation, non-competition, and non-solicitation of customers, employees and agents.

Stock Options

Mr. Shannon

In accordance with his employment agreement, on December 15, 2021, Mr. Shannon received two nonqualified options, each of which was granted pursuant to the Company’s 2021 Omnibus Incentive Plan (the “Incentive Plan”) and an option award agreement. These include an initial option (the “Initial Option”) and an option (the “Reallocated Option”) determined by reference to certain options that were forfeited before the closing date under the 2017 Bowlmor AMF Corp. Stock Incentive Plan. The Initial Option relates to shares of Class A Common Stock, and the Reallocated Option relates to shares of Class B Common Stock. The number of shares subject to the Initial Option is 6,781, 250. The number of shares subject to the Reallocated Option is 482,784. Each option expires on December 15, 2031 or, if earlier, 90 days after termination of employment (or the first anniversary of termination due to death or disability).

Mr. Shannon’s employment agreement provides that he is not eligible for additional compensatory grants pursuant to the Company’s long-term equity incentive program until December 15, 2026.

Each Initial Option originally consisted of five tranches, with an equal number of shares subject to each tranche. The per share exercise price and the vesting schedule for each tranche are as follows:

•

Tranche 1:   $10 exercise price, vesting in one-third installments on each of the first, second and third anniversaries of the grant date.

​

•

Tranche 2:   $12 exercise price, vesting in one-third installments on each of the second, third and fourth anniversaries of the grant date.

​

•

Tranche 3:   $14 exercise price, vesting in one-third installments on each of the third, fourth and fifth anniversaries of the grant date.

​

•

Tranche 4:   $16 exercise price, vesting in one-third installments on each of the fourth, fifth and sixth anniversaries of the grant date.

​

•

Tranche 5:   $18 exercise price, vesting in one-third installments on each of the fifth, sixth and seventh anniversaries of the grant date.

​

If, during the change in control period, Mr. Shannon’s employment is terminated by the Company without cause or by him for good reason, his Initial Option will fully vest. On all other terminations of employment, any unvested portion of the Initial Option will be forfeited (and if the termination is for cause, the vested portion of the Initial Option will also be forfeited).

Each Reallocated Option has a per share exercise price of $10 and is fully vested and exercisable from the grant date.

Mr. Lavan

Pursuant to Mr. Lavan’s employment agreement, he received a nonqualified option (the “2023 Option”), which was granted pursuant to the Incentive Plan and an option award agreement, to purchase 444,115 shares of Class A Common Stock, consisting of three tranches with an equal number of shares subject to each tranche. The per share exercise price and the vesting schedule for each tranche are as follows:

•

Tranche 1:   $15.33 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date.

​

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•

Tranche 2:   $17.33 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date.

​

•

Tranche 3:   $19.83 exercise price, vesting in one-half installments on each of the first and second anniversaries of the grant date.

​

The 2023 Option has vested in accordance with their terms.

On November 4, 2024, Mr. Lavan received a nonqualified option (the “BL Nov. 2024 Option”), which was granted pursuant to the Incentive Plan and an option award agreement, to purchase 75,410 shares of Class A Common Stock at an exercise price of $10.38, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date.

If, during the change in control period, Mr. Lavan’s employment is terminated by the Company without cause (and other than on account of his death or disability) the BL Nov. 2024 Option will fully vest and become exercisable. On all other terminations of employment, any unvested portion of the BL Nov. 2024 Option will be forfeited (and if the termination is for cause, the vested portion of the BL Nov. 2024 Option will also be forfeited).

Mr. Ekster

Mr. Ekster received a nonqualified option concurrent with his appointment as President of Lucky Strike Entertainment, which was granted pursuant to the Incentive Plan and an option award agreement, to purchase 154,815 shares of Class A Common Stock, consisting of three tranches with an equal number of shares subject to each tranche. The per share exercise price and the vesting schedule for each tranche are as follows:

•

Tranche 1:   $15.41 exercise price, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date.

​

•

Tranche 2:   $17.91 exercise price, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date.

​

•

Tranche 3:   $20.41 exercise price, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date.

​

On November 4, 2024, Mr. Ekster received a nonqualified option, which was granted pursuant to the Incentive Plan and an option award agreement, to purchase 87,476 shares of Class A Common Stock at an exercise price of $10.38, vesting in one-third installments on each of the first, second, and third anniversaries of the grant date.

If, during the change in control period, Mr. Ekster’s employment is terminated by the Company without cause, his options will fully vest and become exercisable. On all other terminations of employment, any unvested portion of the options will be forfeited (and if the termination is for cause, the vested portion of the option will also be forfeited).

Stock Units and Restricted Shares

Mr. Ekster

Prior to his appointment as President, Mr. Ekster was granted awards of restricted stock units (“Ekster RSUs”), performance stock units (“Ekster PSUs”) and restricted shares under the Incentive Plan and individual award agreements. The awards are scheduled to vest subject to Mr. Ekster’s continued employment for a specified period and, in the case of the Ekster PSUs and restricted shares, achievement of a specified share price performance goal.

If Mr. Ekster’s employment is terminated by the Company without cause (other than during the 24-month period after a change in control) or on account of his death or disability, a prorated portion of the unvested Ekster RSUs or Ekster PSUs will vest as of such termination (and the remaining unvested portion of the awards will be forfeited). If Mr. Ekster’s employment is terminated by the Company without

19

TABLE OF CONTENTS

cause during the 24-month period after a change in control, the then-unvested Ekster RSUs or Ekster PSUs will fully vest as of such termination.

If an Acceleration Event (as defined in the Business Combination Agreement) occurs on or prior to December 15, 2026, the restricted shares will fully vest as of the date of the Acceleration Event. However, if the Acceleration Event is a Change of Control (as defined in the Business Combination Agreement), the restricted shares will only vest if the value of the consideration received by shareholders in the Change of Control equals or exceeds the applicable share price performance goal.

On September 9, 2024, Mr. Ekster was granted 10,889 RSUs, which each represents a contingent right to receive one share of Class A Common Stock. These RSUs vested on the first anniversary of their grant date.

On November 4, 2024 Mr. Ekster was granted 43,654 RSUs, which each represents a contingent right to receive one share of Class A Common Stock (the “LE Nov. 2024 RSUs”), and PSUs with a target payout of 87,307 shares of Class A Common Stock (the “LE Nov. 2024 PSUs”). The LE Nov. 2024 RSUs are scheduled to vest in one-third installments on the first, second, and third anniversaries of their grant date. If Mr. Ekster’s employment is terminated by the Company without cause (and other than on account of his death or disability) during the change in control period, all unvested LE Nov. 2024 RSUs will vest as of such termination. The LE Nov. 2024 PSUs will vest, if at all, on November 4, 2027, based on the Company’s results for the applicable performance metric, which is relative total stockholder return. The number of PSUs that may be earned ranges from 0% of Mr. Ekster’s target award (if the threshold levels of performance are not achieved) to 200% of the target award (if the maximum levels are achieved or exceeded). Each earned and vested LE Nov. 2024 PSU will be settled for one share of our common stock. If a change in control occurs at any time prior to the vesting date of the LE Nov. 2024 PSUs, the performance condition of the LE Nov. 2024 PSUs will be deemed to be achieved following such change of control and the PSUs will vest if the service condition is achieved following the change in control. If Mr. Ekster’s employment is terminated by the Company without cause (and other than on account of his death or disability) during the change in control period, the service condition of the LE Nov. 2024 PSUs will be deemed to be achieved as of such termination and the LE Nov. 2024 PSUs will vest immediately based on deemed achievement of the performance condition at target level performance.

Mr. Lavan

On September 9, 2024, Mr. Lavan was granted 14,915 RSUs, which each represents a contingent right to receive one share of Class A Common Stock. These RSUs vested on the first anniversary of their grant date.

On November 4, 2024 Mr. Lavan was granted 37,632 RSUs, which each represents a contingent right to receive one share of Class A Common Stock (the “BL Nov. 2024 RSUs”), and PSUs with a target payout of 75,265 shares of Class A Common Stock (the “BL Nov. 2024 PSUs”). The BL Nov. 2024 RSUs are scheduled to vest in one-third installments on the first, second, and third anniversaries of their grant date. If Mr. Lavan’s employment is terminated by the Company without cause (and other than on account of his death or disability) during the change in control period, all unvested BL Nov. 2024 RSUs will vest as of such termination. The BL Nov. 2024 PSUs will vest, if at all, on November 4, 2027, based on the Company’s results for the applicable performance metric, which is relative total stockholder return. The number of BL Nov. 2024 PSUs that may be earned ranges from 0% of Mr. Lavan’s target award (if the threshold levels of performance are not achieved) to 200% of the target award (if the maximum levels are achieved or exceeded). Each earned and vested BL Nov. 2024 PSU will be settled for one share of our common stock. If a change in control occurs at any time prior to the vesting date of the BL Nov. 2024 PSUs, the performance condition of the BL Nov. 2024 PSUs will be deemed to be achieved following such change of control and the PSUs will vest if the service condition is achieved following the change in control. If Mr. Lavan’s employment is terminated by the Company without cause (and other than on account of his death or disability) during the change in control period, the service condition of the BL Nov. 2024 PSUs will be deemed to be achieved as of such termination and the BL Nov. 2024 PSUs will vest immediately based on deemed achievement of the performance condition at target level performance.

20

TABLE OF CONTENTS​​

For more information about Mr. Ekster’s and Mr. Lavan’s RSU, PSU and restricted share awards, see the “Outstanding Equity Awards at Fiscal Year End” table below.

Retirement Plans

U.S.-based employees, including our named executive officers, are eligible to participate in Lucky Strike Entertainment’s 401(k) plan, a tax-qualified, defined contribution plan. Employees may contribute a portion of their compensation to this plan.

2025 Compensation Determinations

Below we discuss our compensation committee’s key compensation decisions in setting fiscal 2025 base salary and short-term incentive awards.

2025 Base Salary

The following table sets forth the annual base salaries for each named executive officer. The compensation committee reviews the base salary of each named executive officer annually and determines whether to make an adjustment.

Named Executive Officer	​	​	Fiscal 2025 Base Salary				​
Thomas F. Shannon	​	​	​	$	1,386,000	​	​
Lev Ekster	​	​	​	$	725,000	​	​
Robert M. Lavan(1)	​	​	​	$	725,000	​	​

​

(1)

Mr. Lavan’s base salary was increased from $625,000 to $725,000 in connection with his employment agreement renewal, effective May 7, 2025.

​

2025 Short-Term Incentive Awards

The Annual Incentive Plan (the “Annual Plan”) provides cash incentives to named executive officers based on attainment of a Company EBITDA performance target. Each of our named executive officers was eligible for an annual short-term incentive award for fiscal 2025. The target short-term incentive opportunity for each of our named executive officers for fiscal 2025 under the Annual Plan was as follows:

Named Executive Officer	​	​	Target Annual Incentive as a Percentage of Annual Base Salary				​
Thomas F. Shannon	​	​	​	​	125%	​	​
Lev Ekster	​	​	​	​	125%	​	​
Robert M. Lavan	​	​	​	​	125%	​	​

The target short-term incentive opportunity for our Company EBITDA performance target for each of our named executive officers for fiscal 2025 under the Annual Plan was as follows:

​

​

​

Threshold

​

​

Target

​

​

Maximum

​

Named Executive Officer

​

​

Percentage of EBITDA Performance Goal

​

​

Payout as a Percentage of Target

​

​

Percentage of EBITDA Performance Goal

​

​

Payout as a Percentage of Target

​

​

Percentage of EBITDA Performance Goal

​

​

Payout as a Percentage of Target

​

Thomas F. Shannon

​

​

​

​

85%

​

​

​

​

​

25%

​

​

​

​

​

100%

​

​

​

​

​

100%

​

​

​

​

​

125%

​

​

​

​

​

200%

​

​

Lev Ekster

​

​

​

​

85%

​

​

​

​

​

25%

​

​

​

​

​

100%

​

​

​

​

​

100%

​

​

​

​

​

125%

​

​

​

​

​

200%

​

​

Robert M. Lavan

​

​

​

​

85%

​

​

​

​

​

25%

​

​

​

​

​

100%

​

​

​

​

​

100%

​

​

​

​

​

125%

​

​

​

​

​

200%

​

​

21

TABLE OF CONTENTS​

The actual level of achievement of the EBITDA goals for fiscal 2025 was 90%. The compensation committee approved a final Annual Plan payout to the named executive officers of 53% of target. The table below summarizes the final Annual Plan payouts to our current named executive officers for fiscal 2025:

Named Executive Officer

​

​

Base Salary

​

​

x

​

​

Target Incentive

​

​

x

​

​

EBITDA Payout Factor

​

​

=

​

​

Final Payout

​

Thomas F. Shannon

​

​

​

$

1,386,000

​

​

​

​

​

​

​

​

125%

​

​

​

​

​

​

​

​

53%

​

​

​

​

​

​

​

$

922,000

​

​

Lev Ekster

​

​

​

$

725,000

​

​

​

​

​

​

​

​

125%

​

​

​

​

​

​

​

​

53%

​

​

​

​

​

​

​

$

482,000

​

​

Robert M. Lavan

​

​

​

$

725,000

​

​

​

​

​

​

​

​

125%

​

​

​

​

​

​

​

​

53%

​

​

​

​

​

​

​

$

482,000

​

​

2025 Long-Term Incentive Awards

The compensation committee met on November 4, 2024 to determine 2025 long-term incentive awards. When making the awards, the compensation committee first determined the total grant date value of the award for each named executive officer, other than Mr. Shannon who by the terms of his employment agreement is not eligible for new long-term incentive awards until December 15, 2026, and then delivered that value in three components: PSUs (50%), RSUs (25%), and stock options (25%), assuming target-level achievement of performance goal for PSUs, as set forth in the table below. The terms of each type of long-term incentive award are set forth above, under “Stock Options” and “Stock Units and Restricted Stock.”

Named Executive Officer

​

​

PSUs

​

​

RSUs

​

​

Stock Options

​

​

Total

​

Lev Ekster

​

​

​

$

906,247

​

​

​

​

$

453,129

​

​

​

​

$

453,255

​

​

​

​

$

1,812,631

​

​

Robert M. Lavan

​

​

​

$

781,251

​

​

​

​

$

390,620

​

​

​

​

$

390,735

​

​

​

​

$

1,562,606

​

​

Equity Award Timing Policies

The Company has historically clustered quarterly Board and Board committee meetings around the release of periodic financial results to facilitate the Audit Committee’s or the Board’s, as the case may be, timely approval of such financial results prior to their public announcement. The Company has also historically granted long-term incentive awards, including stock options, to employees close in time to the end of the calendar year. As a result, specifically with respect to the financial results for the first quarter of the fiscal year, which are typically announced in November, the compensation committee may meet to approve long-term incentive awards on or around the same date that the Company announces its quarterly financial results. The compensation committee does not take into account material non-public information when determining the timing or terms of long-term incentive awards, nor do we time disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During the fiscal year ended June 29, 2025, consistent with our historical timing on annual long-term incentive award grants as described above, the compensation committee granted stock options to certain of our named executive officers within four business days prior to our earnings release for the first quarter of fiscal 2025, i.e., we made our annual long-term incentive award grants and released earnings for our first quarter of fiscal 2025 on November 4, 2024. As required by SEC rules, we are providing the following tabular disclosure regarding the timing of such stock option grants.

Name

​

​

Grant date

​

​

Number of securities underlying the award

​

​

Exercise price of the award ($/Sh)

​

​

Grant date fair value of the award

​

​

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

​

Lev Ekster

​

​

​

​

11/4/2024

​

​

​

​

​

87,476

​

​

​

​

$

10.38

​

​

​

​

$

453,255

​

​

​

​

​

11.9%

​

​

Robert M. Lavan

​

​

​

​

11/4/2024

​

​

​

​

​

75,410

​

​

​

​

$

10.38

​

​

​

​

$

390,735

​

​

​

​

​

11.9%

​

​

22

TABLE OF CONTENTS​

Summary Compensation Table

The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended June 29, 2025 and June 30, 2024.

Name and Principal Position

​

​

Year

​

​

Salary ($)(1)

​

​

Bonus ($)

​

​

Stock Awards ($)(2)

​

​

Option Awards ($)(3)

​

​

Non-Equity Incentive Plan Compensation ($)(4)

​

​

All Other Compensation ($)(5)

​

​

Total ($)

​

Thomas F. Shannon Chairman and Chief Executive Officer

​

​

​

​

2025

​

​

​

​

​

1,386,000

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

922,000

​

​

​

​

​

181,551

​

​

​

​

​

2,559,551

​

​

​

​

​

2024

​

​

​

​

​

1,386,000

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

1,489,950

​

​

​

​

​

108,921

​

​

​

​

​

2,984,871

​

​

Lev Ekster President

​

​

​

​

2025

​

​

​

​

​

725,000

​

​

​

​

​

​

​

​

​

​

​

1,026,026

​

​

​

​

​

453,255

​

​

​

​

​

482,000

​

​

​

​

​

17,598

​

​

​

​

​

2,703,879

​

​

​

​

​

2024

​

​

​

​

​

684,504

​

​

​

​

​

25,000

​

​

​

​

​

—

​

​

​

​

​

808,310

​

​

​

​

​

222,457

​

​

​

​

​

15,924

​

​

​

​

​

1,756,195

​

​

Robert M. Lavan Chief Financial Officer and Treasurer

​

​

​

​

2025

​

​

​

​

​

640,385

​

​

​

​

​

—

​

​

​

​

​

945,305

​

​

​

​

​

390,735

​

​

​

​

​

482,000

​

​

​

​

​

18,963

​

​

​

​

​

2,477,388

​

​

​

​

​

2024

​

​

​

​

​

625,000

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

304,688

​

​

​

​

​

15,274

​

​

​

​

​

994,962

​

​

​

(1)

The amount reported for fiscal 2025 and fiscal 2024 for each of Mr. Shannon, Mr. Ekster, and Mr. Lavan reflects their then current base salary, except that the amount reported for Mr. Ekster for fiscal 2024 is the time-weighted average of the base salaries for his current and prior roles based on his start date as President of January 15, 2024 and the amount reported for Mr. Lavan for fiscal 2025 is the time-weighted average of his base salary before and after the amendment of his employment agreement on May 7, 2025.

​

(2)

Amounts reflect the aggregate grant date fair value of time-based restricted stock unit awards and/or performance stock unit awards (as applicable) granted in the relevant fiscal year computed in accordance with Accounting Standards Codification Topic 718, “Compensation — Stock Compensation,” or ASC 718. Assumptions used in the calculation of these amounts in fiscal 2025 are included in Note 15 to our audited financial statements for the fiscal year ended June 29, 2025, included in our Annual Report on Form 10-K. For performance stock units granted to our named executive officers in 2025, the amount reported in the table above is based on the probable outcome of the performance conditions associated with the awards as of the grant date. The grant date fair value of the performance shares, made in the form of performance stock units, granted to each of our named executive officers in 2025, assuming the highest level of achievement of the performance conditions, was $1,812,493 for Mr. Ekster and $1,562,501 for Mr. Lavan (see also above under “Stock Units and Restricted Shares”).

​

(3)

The amounts reported reflect the aggregate grant date value of the stock options granted to each of Mr. Ekster and Mr. Lavan under the Incentive Plan, as calculated in accordance with ASC 718. Assumptions used in calculating these amounts are described in Note 15 of our audited financial statements for the fiscal year ended June 29, 2025, included in our fiscal 2025 Annual Report on Form 10-K (see also above under “Stock Options”).

​

(4)

Amounts for fiscal 2025 reflect amounts paid in September 2025 under the Annual Plan, as applicable to the named executive officer, as approved by the compensation committee in August 2025. See above under “Executive — 2025 Compensation Determinations — 2025 Short-Term Incentive Awards.”

​

(5)

The amounts reported for fiscal 2025 for each executive reflect payments for short- and long-term disability benefits, medical and life insurance premiums, and imputed taxable income from life insurance policy coverage. For Mr. Shannon, the amounts for fiscal 2025 also reflect personal usage of the Company’s aircraft of $154,324.15, under the Company’s Corporate Aircraft Policy, in which Mr. Shannon is entitled to use the Company’s aircraft for non-business purposes in accordance with the provisions of the policy, for up to 77 hours for fiscal 2025. The amount of incremental cost for personal use of the aircraft is determined by totaling the incremental variable costs for each personal flight which costs include trip-related crew hotels, lodging and ground transportation, in-flight food and beverages, landing and ground handling fees, hangar or aircraft parking, trip-specific insurance, customs, permits & fees obtained for the specific flight, fuel, and other smaller variable costs. For the purposes of calculating incremental costs, we include the variable costs of any deadhead flights made in connection with personal travel. Mr. Shannon is required to pay his own taxes on imputed taxable income resulting from personal use of our aircraft.

​

23

TABLE OF CONTENTS​

Outstanding Equity Awards at Fiscal Year End

The following table provides information about the outstanding equity awards held by our named executive officers as of June 29, 2025. Vesting is subject to the named executive officer’s continued service with us through the applicable vesting date.

​

​

​

​

​

​

​

​

​

Option Awards

​

​

Stock Awards

​

Name

​

​

Grant Date

​

​

Number of Securities Underlying Unexercised Options (#) Exercisable

​

​

Number of Securities Underlying Unexercised Options (#) Unexercisable

​

​

Option Exercise Price ($)

​

​

Option Expiration Date

​

​

Number of shares or units of stock that have not vested (#)

​

​

Market value of shares or units of stock that have not vested ($)(1)

​

​

Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(2)

​

​

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1)(2)

​

Thomas F. Shannon(23)

​

​

​

​

1/7/2020

​

​

​

​

​

3,563,684(3)

​

​

​

​

​

​

​

​

​

​

​

4.13

​

​

​

​

​

01/07/2030

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1/7/2020

​

​

​

​

​

12,237,385(3)

​

​

​

​

​

​

​

​

​

​

​

7.92

​

​

​

​

​

01/07/2030

​

​

​

​

​

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​

​

​

​

​

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​

12/15/2021

​

​

​

​

​

482,784(4)

​

​

​

​

​

​

​

​

​

​

​

10.00

​

​

​

​

​

12/15/2031

​

​

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​

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​

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​

12/15/2021

​

​

​

​

​

1,356,250(5)

​

​

​

​

​

​

​

​

​

​

​

10.00

​

​

​

​

​

12/15/2031

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

​

​

​

​

12/15/2021

​

​

​

​

​

904,166(6)

​

​

​

​

​

452,084

​

​

​

​

​

12.00

​

​

​

​

​

12/15/2031

​

​

​

​

​

​

​

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​

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​

​

​

​

​

​

​

​

​

​

12/15/2021

​

​

​

​

​

452,083

​

​

​

​

​

904,167(7)

​

​

​

​

​

14.00

​

​

​

​

​

12/15/2031

​

​

​

​

​

​

​

​

​

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​

​

​

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​

​

​

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​

12/15/2021

​

​

​

​

​

​

​

​

​

​

​

1,356,250(8)

​

​

​

​

​

16.00

​

​

​

​

​

12/15/2031

​

​

​

​

​

​

​

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​

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​

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​

12/15/2021

​

​

​

​

​

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​

​

​

​

​

1,356,250(9)

​

​

​

​

​

18.00

​

​

​

​

​

12/15/2031

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

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​

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​

​

​

​

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​

Lev Ekster

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​

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​

12/15/2021

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​

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​

​

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​

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​

​

​

​

​

2,071 (10)

​

​

​

​

​

18,908

​

​

​

​

​

1/2/2023

​

​

​

​

​

​

​

​

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​

​

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​

​

​

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​

​

840(11)

​

​

​

​

​

7,669

​

​

​

​

​

​

​

​

​

​

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​

​

​

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​

1/2/2023

​

​

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​

​

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​

​

840(12)

​

​

​

​

​

7,669

​

​

​

​

​

1/12/2024

​

​

​

​

​

17,201

​

​

​

​

​

34,404(13)

​

​

​

​

​

15.41

​

​

​

​

​

1/12/2034

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1/12/2024

​

​

​

​

​

17,201

​

​

​

​

​

34,404(13)

​

​

​

​

​

17.91

​

​

​

​

​

1/12/2034

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1/12/2024

​

​

​

​

​

17,201

​

​

​

​

​

34,404(13)

​

​

​

​

​

20.41

​

​

​

​

​

1/12/2034

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

​

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​

9/9/2024

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​

​

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

10,889(14)

​

​

​

​

​

99,417

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

11/4/2024

​

​

​

​

​

​

​

​

​

​

​

87,476(15)

​

​

​

​

​

10.38

​

​

​

​

​

11/4/2034

​

​

​

​

​

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​

​

​

​

​

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11/4/2024

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​

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​

​

​

​

​

43,654(16)

​

​

​

​

​

398,561

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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​

11/4/2024

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​

​

​

​

​

87,307(17)

​

​

​

​

​

797,113

​

​

Robert M. Lavan

​

​

​

​

5/11/2023

​

​

​

​

​

148,038(18)

​

​

​

​

​

​

​

​

​

​

​

15.33

​

​

​

​

​

5/11/2033

​

​

​

​

​

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​

​

​

​

​

​

​

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​

5/11/2023

​

​

​

​

​

148,039(18)

​

​

​

​

​

​

​

​

​

​

​

17.33

​

​

​

​

​

5/11/2033

​

​

​

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​

5/11/2023

​

​

​

​

​

148,038(18)

​

​

​

​

​

​

​

​

​

​

​

19.83

​

​

​

​

​

5/11/2033

​

​

​

​

​

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​

​

​

​

​

​

​

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​

9/9/2024

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​

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

14,915(19)

​

​

​

​

​

136,174

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

11/4/2024

​

​

​

​

​

​

​

​

​

​

​

75,410(20)

​

​

​

​

​

10.38

​

​

​

​

​

11/4/2034

​

​

​

​

​

​

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​

​

​

​

​

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11/4/2024

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​

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​

​

​

​

​

37,632(21)

​

​

​

​

​

343,580

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

11/4/2024

​

​

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​

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​

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​

​

​

​

​

​

​

​

75,265(22)

​

​

​

​

​

687,169

​

​

​

(1)

The values shown equal the number of shares or units multiplied by $9.13, the closing price of a share of our common stock on June 29, 2025, as reported on the NYSE.

​

(2)

The number of shares and the payout value reported reflect payout assuming target performance is achieved.

​

(3)

These options were granted under the Bowlmor AMF Corp. 2017 Stock Incentive Plan on January 7, 2020. Pursuant to the Business Combination Agreement, the options became fully vested on the closing date of the Business Combination.

​

24

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(4)

These Reallocated Options were granted under the Incentive Plan on December 15, 2021 and were fully vested at grant (see above under “Equity Incentive Awards”).

​

(5)

These Initial Options were granted under the Incentive Plan on December 15, 2021. The first, second, and third tranches of these options vested on the first, second, and third anniversaries of the grant date, respectively (see above under “Stock Options”).

​

(6)

These Initial Options were granted under the Incentive Plan on December 15, 2021. The first and second installments of these options vested on the second and third anniversaries of the grant date, and the remaining unvested options are scheduled to vest on the fourth anniversary of the grant date (see above under “Stock Options”).

​

(7)

These Initial Options were granted under the Incentive Plan on December 15, 2021. The first installment of these options vested on the third anniversary of the grant date, and the remaining unvested options are scheduled to vest in equal installments on the fourth and fifth anniversaries of the grant date (see above under “Stock Options”).

​

(8)

These Initial Options were granted under the Incentive Plan on December 15, 2021 and are scheduled to vest in one-third installments on the fourth, fifth and sixth anniversaries of the grant date (see above under “Stock Options”).

​

(9)

These Initial Options were granted under the Incentive Plan on December 15, 2021 and are scheduled to vest in one-third installments on the fifth, sixth and seventh anniversaries of the grant date (see above under “Stock Options”).

​

(10)

These restricted shares were granted pursuant to the Business Combination Agreement in connection with the consummation of the Business Combination on December 15, 2021 and will vest if the Company’s closing share price of the Class A Common Stock equals or exceeds $17.50 per share for any 10 trading days within any consecutive 20-trading day period ending on or prior to December 15, 2026.

​

(11)

These RSUs were granted under the Incentive Plan on January 2, 2023. The first and second installment vested on January 2, 2024 and January 2, 2025, respectively, and the third installment is scheduled to vest on January 2, 2026 (see above under “Stock Units and Restricted Shares”).

​

(12)

These PSUs were granted under the Incentive Plan on January 2, 2023 and are scheduled to vest on January 2, 2026, if the Company’s closing share price of the Class A Common Stock equals or exceeds $15.35 per share for any consecutive 90-day period ending on or prior to the scheduled vesting date (see above under “Stock Units and Restricted Shares”).

​

(13)

These options were granted under the Incentive Plan on January 12, 2024. The first installment of these options vested on the first anniversary of the grant date, and the remaining unvested options are scheduled to vest in equal installments on the second and third anniversaries of the grant date (see above under “Stock Options”).

​

(14)

These RSUs were granted under the Incentive Plan on September 9, 2024 and vested on September 9, 2025 (see above under “Stock Units and Restricted Shares”).

​

(15)

These options were granted under the Incentive Plan on November 4, 2024 and are scheduled to vest in one-third installments on the first, second, and third anniversaries of the grant date (see above under “Stock Options”).

​

(16)

These RSUs were granted under the Incentive Plan on November 4, 2024 and are scheduled to vest in one-third installments on the first, second, and third anniversaries of the grant date (see above under “Stock Units and Restricted Shares”).

​

(17)

These PSUs were granted under the Incentive Plan on November 4, 2024 and are scheduled to vest on November 4, 2027, if the Company’s relative total stockholder return achieves threshold performance of the 25th percentile (see above under “Stock Units and Restricted Shares”).

​

(18)

Each of these three tranches of this option was granted under the Incentive Plan on May 11, 2023. This first and second installments of each tranche of this option vested in equal installments on the first and second anniversaries of the grant date, respectively (see above under “Stock Options”).

​

(19)

These RSUs were granted under the Incentive Plan on September 9, 2024 and vested on September 9, 2025 (see above under “Stock Units and Restricted Shares”).

​

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TABLE OF CONTENTS​

(20)

These options were granted under the Incentive Plan on November 4, 2024 and are scheduled to vest in one-third installments on the first, second, and third anniversaries of the grant date (see above under “Stock Options”).

​

(21)

These RSUs were granted under the Incentive Plan on November 4, 2024 and are scheduled in one-third installments on the first, second, and third anniversaries of the grant date (see above under “Stock Units and Restricted Shares”).

​

(22)

These PSUs were granted under the Incentive Plan on November 4, 2024 and are scheduled to vest on November 4, 2027, if the Company’s relative total stockholder return achieves threshold performance of the 25th percentile (see above under “Stock Units and Restricted Shares”).

​

(23)

As of June 29, 2025, (a) Mr. Shannon held non-compensatory restricted stock units with respect to 4,917,934 shares of Class B Common Stock. These restricted stock units (see below under “Beneficial Ownership of Securities”) were granted on or after December 15, 2021 and will vest if specified share price vesting conditions are met by December 15, 2026.

​

Compensation of Directors

Under the Company’s Non-Employee Director Compensation Policy, which provides each non-employee director with compensation for service on the Board in the form of annual cash retainers and equity awards. The annual cash retainers are as follows:

Retainer	​	​	Amount				​
Basic retainer for each Non-Employee Director	​	​	​	$	85,000	​	​
Audit Committee Chair	​	​	​	$	25,000	​	​
Compensation Committee Chair	​	​	​	$	20,000	​	​
Nomination and Corporate Governance Committee Chair	​	​	​	$	15,000	​	​
Lead Independent Director (if applicable)	​	​	​	$	40,000	​	​

The retainers are payable quarterly in arrears unless the director elects to defer receipt of the retainers to the earlier of separation from service or a change in control of the Company. Directors may also elect to receive their retainers in shares of Class A Common Stock, with the shares delivered either currently or on a deferred basis.

Equity awards are granted to directors pursuant to the Incentive Plan in the form of restricted stock units (“RSUs”) that are settled in shares of Class A Common Stock. For fiscal 2025, each director received an annual grant of RSUs at the annual meeting of stockholders of the Company with a grant date total fair value of $130,000. The number of shares underlying each grant is equal to the grant date total value divided by the Fair Market Value (as defined in the Incentive Plan) per share of Class A Common Stock on the grant date. The RSUs vest on the first anniversary of the grant date or, if earlier, the next annual meeting of stockholders following the grant date. Vesting of the awards accelerates on a change in control of the Company or on the director’s death or disability. The shares are delivered to the director on vesting unless the director elects to defer receipt of the shares to the earlier of separation from service or a change in control of the Company.

The compensation committee assessed non-employee director compensation in 2025 based on input from Mercer, the independent compensation consulting firm serving the compensation committee, and taking into account compensation paid to non-employee directors at companies in our peer group. Based on its most recent review, in May 2025, the compensation committee decided not to make any changes to non-employee director compensation. This decision was based, in part, on the recommendation of our external compensation consultant.

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Director Compensation Table

The following table sets forth information regarding the compensation for the members of our Board for their service on the Board for the fiscal year ended June 29, 2025. Mr. Shannon does not receive additional compensation for his Board service.

Name

​

​

Fiscal Year

​

​

Fees Earned ($)

​

​

Stock Awards ($)(1)

​

​

Total ($)

​

Michael J. Angelakis(2)

​

​

​

​

2025

​

​

​

​

​

100,000

​

​

​

​

​

130,000

​

​

​

​

​

230,000

​

​

Robert J. Bass

​

​

​

​

2025

​

​

​

​

​

110,000

​

​

​

​

​

130,000

​

​

​

​

​

240,000

​

​

Sandeep Mathrani

​

​

​

​

2025

​

​

​

​

​

85,000

​

​

​

​

​

130,000

​

​

​

​

​

215,000

​

​

Alberto Perlman

​

​

​

​

2025

​

​

​

​

​

85,000

​

​

​

​

​

130,000

​

​

​

​

​

215,000

​

​

Rachael A. Wagner(2)

​

​

​

​

2025

​

​

​

​

​

85,000

​

​

​

​

​

130,000

​

​

​

​

​

215,000

​

​

John A. Young

​

​

​

​

2025

​

​

​

​

​

145,000

​

​

​

​

​

130,000

​

​

​

​

​

275,000

​

​

​

(1)

In accordance with our Non-Employee Director Compensation Program, restricted stock units were granted to Ms. Wagner and Messrs. Angelakis, Bass, Mathrani, Perlman, and Young, with a grant date of December 10, 2024 (10,727 restricted stock units each). Each restricted stock unit represents a contingent right to receive one share of Class A common stock and will vest on the date of Lucky Strike Entertainment Corporation’s next regular annual meeting, which will be held on December 9, 2025. Amounts reflect the aggregate grant date fair value of the restricted stock units at December 10, 2024 ($12.12 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in fiscal 2025 are included in Note 15 to our consolidated audited financial statements for the year ended June 29, 2025 included in Part II of our Annual Report on Form 10-K.

​

(2)

Mr. Angelakis and Ms. Wagner have each (a) directed Lucky Strike Entertainment Corporation to pay their cash compensation for their Board service to Atairos Management, L.P. and (b) entered into an agreement with Lucky Strike Entertainment Corporation and Atairos Management, L.P that provides that each grant of RSUs that the director receives for Board service is automatically transferred and assigned to Atairos Management, L.P immediately after grant.

​

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for our executive officers and directors (see “Executive Compensation” for a discussion of compensation arrangements for our named executive officers and directors), the following includes a summary of transactions since July 1, 2024 and any currently proposed transactions to which we have been or are to be a party in which:

•

the amounts involved exceeded or will exceed $120,000; and

​

•

any of our directors, executive officers, or holders of more than 5% of our capital stock or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

​

Business Combination

On December 15, 2021, Isos Acquisition Corporation, a Cayman Islands exempted Company (“Isos”), consummated its previously announced acquisition of Bowlero Corp., a Delaware corporation (“Old Bowlero”), pursuant to the business combination agreement, dated as of July 1, 2021, as amended (the “Business Combination Agreement”), between Old Bowlero and Isos. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, Isos was redomiciled as a Delaware corporation and Old Bowlero was merged with and into Isos, with Isos surviving the merger (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, “Isos Acquisition Corporation” was renamed “Bowlero Corp.”

Stockholders Agreement

In connection with the execution of the Business Combination Agreement, Isos entered into the Stockholders Agreement that provides for certain rights, including director appointment rights, for Atairos and Mr. Shannon. The Stockholders Agreement became effective upon closing of the Business Combination.

Registration Rights Agreement

Contemporaneously with the execution of the Business Combination Agreement, Isos entered into an amended and restated registration rights agreement with certain securityholders of Lucky Strike Entertainment, including the Supporting Stockholders, and certain of its stockholders that became effective upon closing of the Business Combination.

Indemnification Agreements

We entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in the certificate of incorporation and the bylaws. These agreements, among other things, require Lucky Strike Entertainment to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of Lucky Strike Entertainment’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at Lucky Strike Entertainment’s request. Lucky Strike Entertainment believes that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in the certificate of incorporation and the bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit Lucky Strike Entertainment and its stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Policies and Procedures for Related Party Transactions

We have a written Related Person Transaction Policy (the “policy”), which sets forth our policy with respect to the review, approval, ratification, and disclosure of all material related person transactions by our

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audit committee. In accordance with the policy, our audit committee will have overall responsibility for implementation of and compliance with the policy.

For purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeded, exceeds or will exceed $120,000 and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship that has been reviewed and approved by our Board or compensation committee and any transaction where our general counsel has determined that the rates or charges involved are determined by competitive bids.

The policy requires that notice of a proposed related person transaction be provided to our general counsel prior to entry into such transaction. If our general counsel determines that such transaction is a related person transaction, the proposed transaction will be submitted to our audit committee for consideration. Under the policy, our audit committee may approve only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders. In the event that we become aware of a related person transaction that has not been previously reviewed, approved or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the audit committee so that it may determine whether to ratify, rescind or terminate the related person transaction.

The policy also provides that the audit committee review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders. Additionally, we will make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of Lucky Strike Entertainment Corporation common stock as of October 22, 2025, by:

•

each person who is the beneficial owner of more than 5% of Class A Common Stock;

​

•

each person who is executive officer, director, or director nominee of Lucky Strike Entertainment Corporation; and

​

•

all executive officers, directors, and director nominees of Lucky Strike Entertainment Corporation as a group.

​

•

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

​

As of October 22, 2025, there were 81,720,160 issued and outstanding shares of Class A Common Stock, 58,519,437 issued and outstanding shares of Class B Common Stock and 117,087 issued and outstanding shares of Series A preferred stock (the “Preferred Stock”).

Except as described in the footnotes below and subject to applicable community property laws and similar laws, the Company believes that each person or entity listed below has sole voting and investment power with respect to such shares of the Lucky Strike Entertainment Corporation Common Stock. Unless otherwise noted, the address of each beneficial owner is c/o Lucky Strike Entertainment Corporation, 7313 Bell Creek Road, Mechanicsville, Virginia 23111.

​

​

​

Shares of Class A Common Stock Beneficially Owned

​

​

Shares of Class B Common Stock Beneficially Owned

​

​

Percentage of Voting Power of Lucky Strike Entertainment Issued and Outstanding Common Stock(1)

​

Name of Beneficial Owners

​

​

Number

​

​

%

​

​

Number

​

​

%

​

​

%

​

5% Stockholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

A-B Parent LLC (Atairos)(2)

​

​

​

​

72,548,981

​

​

​

​

​

79.9%

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

10.6%

​

​

Named Executive Officers and Directors:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Thomas F. Shannon(3)

​

​

​

​

6,432,747

​

​

​

​

​

7.5%

​

​

​

​

​

74,803,290

​

​

​

​

​

100.0%

​

​

​

​

​

89.4%

​

​

John A. Young(4)

​

​

​

​

73,233

​

​

​

​

​

*

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Michael J. Angelakis(2)

​

​

​

​

72,548,981

​

​

​

​

​

79.9%

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

10.6%

​

​

Rachael A. Wagner

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Robert J. Bass(5)

​

​

​

​

49,983

​

​

​

​

​

*

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Sandeep Mathrani(6)

​

​

​

​

49,238

​

​

​

​

​

*

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Alberto Perlman(7)

​

​

​

​

56,506

​

​

​

​

​

*

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Richard Born

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Jason Harinstein

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Robert M. Lavan(8)

​

​

​

​

527,636

​

​

​

​

​

*

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

Lev Ekster(9)

​

​

​

​

121,872

​

​

​

​

​

*

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

*

​

​

All directors, director nominees, and executive officers as a group (11 persons)

​

​

​

​

79,860,196

​

​

​

​

​

84.2%

​

​

​

​

​

74,803,290

​

​

​

​

​

100.0%

​

​

​

​

​

97.0%

​

​

​

*

Less than 1%.

​

(1)

Percentage of combined voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, voting together as a single class. Each holder of Class A

​

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Common Stock is entitled to one vote per share of Class A Common Stock, and each holder of Class B Common Stock is entitled to 10 votes per share of Class B Common Stock. The holders of Preferred Stock are entitled to an aggregate of 10,235,793 votes, calculated on an as-converted basis as of October 22, 2025.

(2)

Reflects 72,548,981 shares of Class A Common Stock held by A-B Parent LLC, a Delaware limited liability company, including 63,502,810 shares of Class A Common Stock and 9,024,717 shares of Class A Common Stock issuable upon conversion of the 105,000 shares of Preferred Stock held by Atairos, which is based on initial conversion rate of 76.9231 shares of Class A Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations. Also reflects 21,454 restricted stock units held by Atairos Management, L.P., an affiliate of Atairos, which represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest on the date of Lucky Strike Entertainment’s next regular annual meeting, which will be on December 9, 2025. Atairos Group, Inc., a Cayman Islands exempted company (“Atairos Inc.”) is the sole member of Atairos. Atairos Partners, L.P., a Cayman Islands exempted limited partnership (“AP”) is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc., a Cayman Islands exempted company (“APGP”), is the general partner of AP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Inc. The board of directors of Atairos Inc. and APGP consists of Michael J. Angelakis, Melissa Bethell, David L. Caplan, Alexander D. Evans, and Clare McGrory, each of whom is also an executive officer of Atairos Inc. and APGP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. The business address of each of Atairos, Atairos Inc., AP, APGP and Michael J. Angelakis is: c/o Atairos Management, L.P., 40 Morris Road, Bryn Mawr, PA 19010.

​

(3)

Reflects 58,519,437 shares of Class B Common Stock held by Thomas F. Shannon, stock options currently exercisable for 16,283,854 shares of Class B Common Stock, 114,000 shares of Class A Common Stock held by Mr. Shannon, 2,250,000 shares of Class A Common Stock held by the Thomas F. Shannon 2025 GRAT (the “Trust”), which were transferred to the Trust by Mr. Shannon on September 5, 2025, and stock options currently exercisable or scheduled to vest within 60 days for 4,068,747 shares of Class A Common Stock.

​

(4)

Includes 62,506 shares of Class A Common Stock directly held by John Young and 10,727 restricted stock units, which represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest on the date of Lucky Strike Entertainment’s next regular annual meeting, which will be held on December 9, 2025.

​

(5)

Includes 39,256 shares of Class A Common Stock directly held by Robert Bass and 10,727 restricted stock units, which represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest on the date of Lucky Strike Entertainment’s next regular annual meeting, which will be held on December 9, 2025.

​

(6)

Includes 38,511 shares of Class A Common Stock directly held by Sandeep Mathrani and 10,727 restricted stock units, which represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest on the date of Lucky Strike Entertainment’s next regular annual meeting, which will be held on December 9, 2025.

​

(7)

Includes 45,779 shares of Class A Common Stock directly held by Alberto Perlman and 10,727 restricted stock units, which represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will vest on the date of Lucky Strike Entertainment’s next regular annual meeting, which will be held on December 9, 2025.

​

(8)

Includes 45,841 shares of Class A Common Stock, 12,544 restricted stock units, which represents a contingent right to receive one share of Class A Common Stock, and stock options for 469,251 shares of Class A Common Stock, in each case, currently exercisable or scheduled to vest within 60 days.

​

(9)

Includes 24,487 shares of Class A Common Stock, 2,071 shares of restricted Class A Common Stock subject to vesting, stock options for 80,763 shares of Class A Common Stock, and 14,551 restricted stock units, which each represents a contingent right to receive one share of Class A Common Stock, in each case, currently exercisable or scheduled to vest within 60 days. If the conditions are not met and the shares of restricted Class A Common Stock have not vested as of December 15, 2026, the right to these shares will be forfeited.

​

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Based solely on our review of the copies of such forms and written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the year ended June 29, 2025, except that due to administrative oversight one late Form 4 for Lev Ekster was reported on a Form 4 filed on October 1, 2025, reporting the vesting of a grant of 4,200 performance stock units, which vested on December 15, 2024.

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QUESTIONS AND ANSWERS

THE INFORMATION PROVIDED IN THE “QUESTIONS AND ANSWERS” FORMAT BELOW IS FOR YOUR CONVENIENCE AND INCLUDES ONLY A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

How do I attend and vote at the Annual Meeting?

The Annual Meeting will be held virtually on December 9, 2025, at 10:00 a.m. Eastern Standard Time in a virtual meeting format via live webcast. Stockholders will not be able to physically attend the Annual Meeting. You will be able to attend the Annual Meeting by first registering at https://web.viewproxy.com/LUCK/2025. Once verified, you will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date.

If you are a stockholder of record, you will register by providing your virtual control number, which is listed on your Notice of Internet Availability of Proxy Materials or proxy card. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to attend and vote at the Annual Meeting, including how to demonstrate proof of stock ownership and how to submit a legal proxy, are posted at https://web.viewproxy.com/LUCK/2025. The registration process must be completed no later than 11:59 p.m. Eastern Standard Time on the day before the Annual Meeting to attend or vote at the Annual Meeting. We strongly recommend that you register well in advance of the meeting date to avoid any complications.

During the virtual meeting, you will be able to vote your shares electronically, if properly registered, or you may vote by using one of the following options discussed below under “— How Can I Vote My Shares Prior to the Annual Meeting?” We recommend that you vote by proxy now even if you plan to attend the meeting.

There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live webcast. Please be sure to check in by 9:45 a.m. ET on December 9, 2025, the day of the meeting, so that any technical difficulties may be addressed before the annual meeting live webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email virtualmeeting@viewproxy.com or call 866-612-8937.

How do I ask questions at the Annual Meeting?

The virtual Annual Meeting format allows stockholders to communicate with us during the Annual Meeting so they can ask questions of our management and Board, as appropriate. With the virtual format, you will also be able to submit questions in advance. To ask questions either before or at the Annual Meeting though, you will need to register to attend the meeting at https://web.viewproxy.com/LUCK/2025.

We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on the investor relations page of our website at www.ir.luckystrikeent.com, as soon as practicable after the Annual Meeting.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the Annual Meeting at https://web.viewproxy.com/LUCK/2025.

What proposals will be voted on at the Annual Meeting?

Stockholders will vote on two proposals at the Annual Meeting:

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•

the election of 9 director nominees named in this proxy statement; and

​

•

the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2026;

​

We do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement. If any other business is presented at the Annual Meeting, your properly executed proxy gives authority to Thomas F. Shannon, Chief Executive Officer, Lev Ekster, President, Robert M. Lavan, Chief Financial Officer and Treasurer, and Jason Cohen, Chief Legal Officer and Secretary, with full power of substitution, to vote on such matters at their discretion.

How does the Board recommend that stockholders vote on the proposals?

Our Board recommends that stockholders vote “FOR” the election of the director nominees and vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2026.

What happens if other business not discussed in this proxy statement comes before the Annual Meeting?

The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. If other business comes before the Annual Meeting and is proper under our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Delaware law, the Company representatives will use their discretion in casting all of the votes that they are entitled to cast.

Why am I receiving these materials?

We are distributing our proxy materials because our Board is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares.

Pursuant to SEC rules, we are providing access to our proxy materials via the Internet. Accordingly, we are sending an Internet Notice to all of our stockholders as of the record date. All stockholders may access our proxy materials on the website referred to in the Internet Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Internet Notice. Additionally, by following the instructions in the Internet Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

Who is entitled to vote?

The record date for the Annual Meeting is the close of business on October 22, 2025. As of the record date, 81,720,160 shares of Class A Common Stock, 58,519,437 shares of Class B Common Stock and 117,087 shares of Preferred Stock, which are equivalent to 10,235,793 shares of Class A Common Stock on an as-converted basis as of October 22, 2025, were outstanding. Only holders of record of our Common Stock and Preferred Stock as of the record date will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the record date.

Each holder of Class A Common Stock is entitled to one vote per share of Class A Common Stock and each holder of Class B Common Stock is entitled to 10 votes per share of Class B Common Stock. The holders of Preferred Stock are entitled to an aggregate of 10,235,793 votes, calculated on an as-converted basis as of October 22, 2025.

How can I vote my shares prior to the Annual Meeting?

Voting on the Internet

Stockholders of record may vote their shares via the Internet by following the instructions in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. The

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Internet voting procedures are designed to authenticate your identity, allow you to vote your shares and confirm your voting instructions have been properly recorded. If you vote via the Internet, you do not need to complete and mail a proxy card or attend the Annual Meeting to have your vote count. We encourage you to vote your shares via the Internet in advance of the Annual Meeting even if you plan to attend the Annual Meeting.

Voting by Mail

Stockholders of record may vote their shares by mail by requesting a printed copy of the proxy materials sent to your address. When you receive the proxy materials, you may fill out the proxy card enclosed therein and return it per the instructions on the card. By signing and returning the proxy card according to the instructions provided, you are enabling the individuals named on the proxy card, known as “proxies,” to vote your shares at the Annual Meeting in the manner you indicate. If you request a printed copy of the proxy materials, we encourage you to sign and return the proxy card even if you plan to attend the Annual Meeting. Proxy cards can be returned via mail to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Voting by Telephone

Stockholders of record may vote their shares by telephone. Instructions are included on your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. If you vote by telephone, you do not need to complete and mail your proxy card or attend the Annual Meeting to have your vote count.

What if I am not the stockholder of record?

If you are a holder of record of shares of Common Stock or Preferred Stock of the Company, you may direct your vote as instructed above.

If you hold your shares in street name via a broker, bank, or other nominee, you may direct your vote prior to the Annual Meeting by signing, dating, and mailing your voting instruction card. Internet or telephonic voting may also be available. Please see your voting instruction card provided by your broker, bank, or other nominee for further details.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

•

delivering to the attention of the Chief Legal Officer at Lucky Strike Entertainment Corporation, 7313 Bell Creek Road, Mechanicsville, Virginia 23111, a written notice of revocation of your proxy;

​

•

delivering to us an authorized proxy bearing a later date (including a proxy over the Internet or by telephone); or

​

•

attending the Annual Meeting and voting your shares electronically. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

​

If your shares are held in the name of a bank, broker, or other nominee, you may change your vote by submitting new voting instructions to your bank, broker, or other nominee.

What is a broker non-vote?

Brokers, banks, or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank, or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2026 (Proposal Two). The election of the director nominees (Proposal One) is a non-routine matter.

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A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. Broker non-votes will have no impact on the voting results.

What constitutes a quorum?

The presence at the Annual Meeting, either in person or by proxy, of holders of a majority in voting power of the Common Stock and Preferred Stock issued and outstanding and entitled to vote thereat as of the record date shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the Annual Meeting.

What vote is required to approve each matter to be considered at the Annual Meeting?

Proposal One:

Election of the Director Nominees Named in this Proxy Statement.

​

Our Amended and Restated Bylaws provide for a plurality voting standard for the election of directors. The director nominees receiving the highest number of “for” votes will be elected to fill the available board seats. An abstention or a broker non-vote on Proposal One will not have any effect on the election of the directors.

Proposal Two:

Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending June 28, 2026.

​

The affirmative vote of the majority of our shares of Common Stock and Preferred Stock voting together as a single class at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting is required for the approval of Proposal Two. An abstention on Proposal Two will have the same effect as a vote “AGAINST” Proposal Two. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal Two.

What is the deadline for submitting a proxy?

To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:59 p.m. Eastern Time on the day before the Annual Meeting, and proxies submitted by mail should be received by the close of business on the day prior to the date of the Annual Meeting.

What does it mean if I receive more than one Internet Notice or proxy card?

If you hold your shares in more than one account, you will receive an Internet Notice or proxy card for each account. To ensure that all of your shares are voted, please complete, sign, date and return a proxy card for each account or use the Internet Notice or proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every Internet Notice or proxy card that you receive.

How will my shares be voted if I return a blank proxy card or a blank voting instruction card?

If you are a holder of record of our Common Stock or our Preferred Stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted:

•

“FOR” the election of the nominees for director named in this proxy statement; and

​

•

“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2026.

​

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank, or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares:

•

will be counted as present for purposes of establishing a quorum;

​

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•

will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2026 (Proposal Two); and

​

•

will not be counted in connection with the election of the directors named in this proxy statement (Proposal One) or any other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.” A broker non-vote will have no impact on voting results.

​

Our Board knows of no matter to be presented at the Annual Meeting other than Proposals One and Two. If any other matters properly come before the Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Who is making this solicitation and who will pay the expenses?

This proxy solicitation is being made on behalf of our Board. All expenses of the solicitation, including the cost of preparing and mailing the Internet Notice or this proxy statement, will be borne by the Company.

Will a stockholder list be available for inspection?

A list of stockholders entitled to vote at the Annual Meeting will be available to stockholders of record during the Annual Meeting on the virtual website and, to all stockholders of the Company for 10 days prior to the Annual Meeting, at Lucky Strike Entertainment Corporation, 7313 Bell Creek Road, Mechanicsville, Virginia 23111, between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time. If you would like to schedule an appointment to examine the stockholder list during this period, please send a written request to our Chief Legal Officer at 7313 Bell Creek Road, Mechanicsville, Virginia 23111. The stockholder list will also be available during the Annual Meeting.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC, called “householding.” Under this procedure, we send only one proxy statement and one annual report to eligible stockholders who share a single address, unless we have received instructions to the contrary from any stockholder at that address. This practice is designed to eliminate duplicate mailings, conserve natural resources and reduce our printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and receive only one set of proxy materials but would like to request a separate copy of these materials, please contact our mailing agent, Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or writing to 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department, and an additional copy of proxy materials will be promptly delivered to you. Similarly, if you receive multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may also contact Broadridge Financial Solutions, Inc. at the above telephone number or address. If you own shares through a bank, broker, or other nominee, you should contact the nominee concerning householding procedures.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

When are stockholder proposals due for next year’s annual meeting of the stockholders?

Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, and the rules established by the SEC.

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Under Rule 14a-8 of the Exchange Act, if you want us to include a proposal in the proxy materials for our 2026 Annual Meeting, we must receive the proposal at our executive offices at 7313 Bell Creek Road, Mechanicsville, Virginia 23111, no later than June 24, 2026.

Our bylaws govern the submission of nominations for director or other business proposals that a stockholder wishes to have considered at a meeting of stockholders, but which are not included in the Company’s proxy statement for that meeting. Under our bylaws, nominations for director or other business proposals to be addressed at our next annual meeting may be made by a stockholder entitled to vote who has delivered a notice to the Chief Legal Officer by mail at 7313 Bell Creek Road, Mechanicsville, Virginia 23111 no later than the close of business on September 10, 2026 and not earlier than August 11, 2026. The notice must contain the information required by the bylaws. These advance notice provisions are in addition to, and separate from, the requirements that a stockholder must meet in order to have a proposal included in the proxy statement under the rules of the SEC.

Copies of our bylaws are available on our website, https://www.luckystrikeent.com, or may be obtained by sending a written request to the Chief Legal Officer at 7313 Bell Creek Road, Mechanicsville, Virginia 23111.

In addition to satisfying the advance notice procedures in our bylaws and other requirements under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the close of business on October 10, 2026.

Whom can I contact for further information?

If you would like additional copies, without charge, of this proxy statement or if you have questions about the Annual Meeting, the proposals, or the procedures for voting your shares, you should contact our Chief Legal Officer by mail at 7313 Bell Creek Road, Mechanicsville, Virginia 23111.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, file electronically with the SEC our annual, quarterly, and current reports, proxy statements and other information. We make available on the investor relations page of our website at https://www.ir.luckystrikeent.com, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov. The information in or accessible through any website referenced throughout this proxy statement is not incorporated into, and is not considered part of, this proxy statement. Further, our references to the URLs for these websites are intended to be inactive textual references only. The information in or accessible through any website referenced throughout this proxy statement is not incorporated into, and is not considered part of, this proxy statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.

You should rely on the information contained in this proxy statement to vote your shares at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated October 24, 2025. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders at any time after that date does not create an implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.

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OTHER MATTERS

We have no knowledge of any other matters that may come before the Annual Meeting and do not intend to present any other matters. However, if any other matters shall properly come before the meeting or any adjournment, our representatives will have the discretion to vote as they see fit unless directed otherwise.

If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date, and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel your previously submitted proxy.

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LUCKY STRIKE ENTERTAINMENT CORPORATION 7313 BELL CREEK ROADMECHANICSVILLE, VA 23111 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 12/8/2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 12/8/2025. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Election of DirectorsNominees 000 01 Michael J. Angelakis02 Robert J. Bass03 Richard Born04 Jason Harinstein05Sandeep Mathrani06 Alberto Perlman07 Thomas F. Shannon08 Rachael A. Wagner09 John A. YoungThe Board of Directors recommends you vote FOR the following proposal:ForAgainst Abstain 2The ratification of the appointment of Deloitte & Touche LLP as Lucky Strike Entertainment Corporation's independent registered public accounting firm for the fiscal year ending June 28, 2026.NOTE: Such other business as may properly come before the meeting or any adjournment thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. 000 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date​

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K, Notice & Proxy Statement is/are available at www.proxyvote.comLUCKY STRIKE ENTERTAINMENT CORPORATIONAnnual Meeting of Stockholders December 9, 2025 10:00 AMThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) Thomas F. Shannon, Lev Ekster, Robert M. Lavan and Jason F. Cohen, or any one of them, as proxies, each with the power to appoint (his/her) substitute and the power to act alone, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of capital stock of LUCKY STRIKE ENTERTAINMENT CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of stockholder(s) to be held at 10:00 AM, EST on December 9, 2025, at the virtual meeting and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meting.Continued and to be signed on reverse side 0000684826_2 R2.09.05.010

FAQ

When is Lucky Strike (LUCK) holding its 2025 Annual Meeting?

December 9, 2025 at 10:00 a.m. Eastern Time, held virtually via live webcast.

Who can vote at the LUCK 2025 Annual Meeting?

Stockholders of record at the close of business on October 22, 2025.

What proposals are on the agenda for LUCK’s 2025 meeting?

Election of nine director nominees and ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending June 28, 2026.

How can LUCK stockholders vote?

By Internet or telephone using instructions in the notice, or by completing and mailing a proxy card if received.

What were Deloitte’s fees for LUCK in fiscal 2025?

Audit fees $1,926,600; tax fees $1,080,383; total $3,006,983.

Is Lucky Strike a NYSE “controlled company”?

Yes. Thomas F. Shannon controls more than 50% of combined voting power.

What were key 2025 executive compensation outcomes?

Base salaries: Shannon $1,386,000; Ekster $725,000; Lavan $725,000. Annual bonus paid at 53% of target based on 90% EBITDA achievement.