Nathan’s Famous holders approve Smithfield merger

The vote count showed 3,229,773 shares supporting the merger proposal, with approximately 79.94% of eligible shares represented at the meeting.

Rhea-AI Filing Summary

Nathan’s Famous, Inc. (NATH) reported that stockholders approved the merger proposal under its agreement with Smithfield Foods, Inc. and Smithfield’s wholly owned subsidiary, Boardwalk Merger Sub Inc. The merger agreement provides for Boardwalk Merger Sub to merge into Nathan’s Famous, which will survive as a wholly owned subsidiary of Smithfield, subject to the agreement’s terms and conditions.

The merger proposal received 3,229,773 votes for, 28,025 against and 18,213 abstentions, with 0 broker non-votes. Stockholders also approved a non-binding advisory proposal on merger-related executive compensation. The adjournment proposal received sufficient votes, but no adjournment was needed. As of the September 22, 2026 record date, 4,097,661 shares were entitled to vote; holders of 3,276,011 shares were represented at the October 23, 2026 meeting, approximately 79.94% of eligible shares.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 4,097,661 shares Shares represented: 3,276,011 shares Eligible shares represented: Approximately 79.94% +5 more

8 metrics

Shares entitled to vote 4,097,661 shares As of the September 22, 2026 record date

Shares represented 3,276,011 shares At the October 23, 2026 special meeting

Eligible shares represented Approximately 79.94% At the special meeting

Merger proposal votes for 3,229,773 shares Special meeting vote

Merger proposal votes against 28,025 shares Special meeting vote

Merger proposal abstentions 18,213 shares Special meeting vote

Compensation advisory proposal votes for 2,263,635 shares Special meeting vote

Compensation advisory proposal votes against 888,724 shares Special meeting vote

Key Terms

record date, quorum, broker non-votes, non-binding, advisory basis

4 terms

record date regulatory

"September 22, 2026, the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis regulatory

"on a non-binding, advisory basis"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the NATH merger proposal vote results?

NATH stockholders approved the merger proposal with 3,229,773 votes for, 28,025 against and 18,213 abstentions; there were 0 broker non-votes. The agreement provides for Boardwalk Merger Sub Inc. to merge into Nathan’s Famous, which will survive as a wholly owned subsidiary of Smithfield Foods, subject to the agreement’s terms and conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 23, 2026

NATHAN’S FAMOUS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-35962	11-3166443
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Jericho Plaza, Jericho, New York	11753
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 338-8500

N/A

(Former Name or Former Address, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	NATH	The NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously disclosed, on January 20, 2026, Nathan’s Famous, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Smithfield Foods, Inc., a Virginia corporation (“Buyer”) and Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Buyer (“Merger Sub”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof and in accordance with the General Corporation Law of the State of Delaware, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Buyer.

The Company held a special meeting of stockholders on Friday, October 23, 2026, at 9:00 A.M., Eastern Time (the “Special Meeting”), called for the purpose of approving proposals relating to the Merger Agreement.

At the close of business on September 22, 2026, the record date for the Special Meeting, there were 4,097,661 shares of common stock entitled to vote at the Special Meeting. Present at the Special Meeting or by proxy were holders of 3,276,011 shares, representing approximately 79.94% of the outstanding shares of common stock entitled to vote at the Special Meeting, and constituting a quorum.

The final results, by proposal, are set forth below:

1. Merger Proposal: To adopt the Agreement and Plan of Merger, dated as of January 20, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Buyer, Merger Sub, and the Company, providing for, among other things, the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Buyer (the “Merger Proposal”).

For		Against		Abstain		Broker Non-Votes
3,229,773		28,025		18,213		0

2. Compensation Advisory Proposal: To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Advisory Proposal”).

For		Against		Abstain		Broker Non-Votes
2,263,635		888,724		123,652		0

3. Adjournment Proposal: To approve one or more adjournments of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

For		Against		Abstain		Broker Non-Votes
3,158,003		98,630		19,378		0

Each of the Merger Proposal and the Compensation Advisory Proposal was approved by the required vote of the Company’s stockholders. Sufficient votes were received to approve the Adjournment Proposal, but an adjournment was not necessary in light of the approval of the Merger Proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 23, 2026	NATHAN’S FAMOUS, INC.
	By:	/s/ Eric Gatoff
		Name:	Eric Gatoff
		Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB