[8-K] Dave & Buster's Entertainment, Inc. Reports Material Event

Rhea-AI Filing Summary

Dave & Buster’s Entertainment, Inc. (NASDAQ: PLAY) filed an 8-K to report the outcomes of its 18 June 2025 Annual Meeting of Shareholders. The principal disclosure is shareholder approval of the 2025 Omnibus Incentive Plan, which became effective immediately and is filed as Exhibit 10.1. The plan replaces prior equity programs and will govern future stock-based compensation grants.

Board elections: All seven director nominees were re-elected. Support exceeded 95 % of votes cast for six nominees; one nominee (Atish Shah) received 76.1 % support, indicating elevated opposition compared with peers.

Auditor ratification: KPMG LLP was reaffirmed as independent auditor for fiscal 2025 with 99.3 % shareholder approval (28.20 M for, 0.09 M against, 0.01 M abstain).

Say-on-Pay: Advisory approval of executive compensation passed with 98.1 % support (24.37 M for, 0.46 M against).

Omnibus Incentive Plan vote: The plan received 90.4 % support (22.49 M for, 2.35 M against). The proposal expands the share reserve and updates award types, enhancing the company’s ability to attract and retain talent.

No financial performance metrics, transactions or earnings data were disclosed in this filing. The event is primarily a routine corporate governance update rather than a value-changing development.

Positive

• 90.4 % shareholder approval for the new 2025 Omnibus Incentive Plan, providing flexibility for future equity compensation.
• 99.3 % affirmation of KPMG LLP as independent auditor supports continuity in financial oversight.
• High shareholder support (≥95 %) for six of seven director nominees signals investor confidence in current governance.

Negative

• Elevated opposition (23.8 % votes against) to director Atish Shah may reflect isolated governance concerns.
• Reduction in support versus peers for the Omnibus Plan (9.4 % opposition) could indicate dilution worries among some shareholders.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting matters; strong support overall, minor dissent on one director; neutral valuation impact.

The filing documents typical governance actions: director elections, auditor ratification, Say-on-Pay and adoption of a refreshed Omnibus Incentive Plan. Shareholder backing was broad, suggesting alignment with management. The only noteworthy deviation is 23.8 % "against" votes for director Atish Shah, slightly above governance watch-list thresholds but not enough to jeopardize board stability. Approval of the Omnibus Plan gives management fresh equity capacity, a modest positive for retention, but does not immediately alter cash flows or capital structure. Because no operational or financial guidance was provided, I classify market impact as neutral.

false000152576900015257692024-04-022024-04-02

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): June 18, 2025

DAVE & BUSTER’S ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-35664			35-2382255
(State of incorporation)			(Commission File  Number)			(IRS Employer Identification Number)

1221 S. Belt Line Rd., Suite 500

Coppell, TX 75019

(Address of principal executive offices)

Registrant’s telephone number, including area code: (214) 357-9588

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

☐			Written communications pursuant to Rule 425 under the Securities Act
☐			Soliciting material pursuant to Rule 14a-12 of the Exchange Act
☐			Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
☐			Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

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 $0.01 par value

PLAY

NASDAQ Stock Market LLC

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. ☐

Section 5 -– Corporate Governance and Management

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07 of this Current Report on Form 8-K, on June 18, 2025, at the annual meeting of shareholders (the “Annual Meeting”) of Dave & Buster’s Entertainment, Inc. (the “Company”), the Company’s shareholders approved the Dave & Buster’s Entertainment, Inc. 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”). As a result, the 2025 Omnibus Incentive Plan became effective on June 18, 2025.

A description of the 2025 Omnibus Incentive Plan was included under the heading “Proposal No. 4 – Approval of 2025 Omnibus Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 8, 2025 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the 2025 Omnibus Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2

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

At the Annual Meeting on June 18, 2025, the following matters were submitted to the vote of the Company's shareholders, with the results of voting on each such matter as set forth below (vote totals are rounded to the nearest full share). A more detailed description of each proposal was included in the Proxy Statement.

Proposal 1

Each of the Company’s nominees was elected to the Company’s Board of Directors, to serve as a director until the Company’s next annual meeting of shareholders and until his or her successor has been duly elected and qualified. The results were as follows:

Number of Shares Voted
Name			For			Against			Abstain			Broker Non-Vote
James P. Chambers			24,351,036			477,424			17,502			3,453,196
Hamish A. Dodds			21,387,437			3,449,197			9,328			3,453,196
Nathaniel J. Lipman			24,723,564			109,045			13,353			3,453,196
Scott I. Ross			24,068,070			768,086			9,806			3,453,196
Atish Shah			18,908,164			5,920,442			17,356			3,453,196
Kevin M. Sheehan			24,243,303			594,456			8,203			3,453,196
Allen R. Weiss			24,720,842			115,059			10,061			3,453,196

Proposal 2

The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2025 fiscal year was approved. The results were as follows:

Number of Shares Voted
For			Against			Abstain
28,198,782			91,488			8,887

Proposal 3

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. The results were as follows:

Number of Shares Voted
For			Against			Abstain			Broker Non-Vote
24,371,475			455,103			19,383			3,453,196

Proposal 4

The proposal to approve the 2025 Omnibus Incentive Plan was approved. The results were as follows:

Number of Shares Voted
For			Against			Abstain			Broker Non-Vote
22,490,128			2,346,430			9,403			3,453,196

2

Section 9 -– Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits

(d)Exhibits.

			10.1			Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by Dave & Buster’s Entertainment, Inc. on June 20, 2025).
			104			Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

2

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.

			DAVE & BUSTER’S ENTERTAINMENT, INC.
Date: June 18, 2025			By:			/s/ Rodolfo Rodriguez, Jr.
			Rodolfo Rodriguez, Jr.
			Senior Vice President, Chief Legal Officer and Corporate Secretary

3

FAQ

What did PLAY shareholders approve at the 2025 Annual Meeting?

They re-elected all seven directors, ratified KPMG LLP as auditor, approved executive compensation, and adopted the 2025 Omnibus Incentive Plan.

How much support did the 2025 Omnibus Incentive Plan receive?

The plan passed with 22.49 million votes for and 2.35 million against, equating to about 90 % approval.

Which PLAY director faced the highest opposition vote?

Atish Shah received 5.92 million votes against, translating to 23.8 % opposition.

Was the independent auditor for Dave & Buster’s changed?

No. Shareholders ratified KPMG LLP with 99.3 % support for fiscal 2025.

Is the 8-K filing indicative of any financial performance update?

No. The report strictly covers governance matters; it provides no revenue, earnings or guidance data.