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Dave & Buster’s (PLAY) retains director lacking majority support after 2026 vote

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dave & Buster’s Entertainment, Inc. reported the results of its annual shareholder meeting held on June 18, 2026. Six nominees — James P. Chambers, Tarun Lal, Nathaniel J. Lipman, Charles H. Protell, Kevin M. Sheehan and Allen R. Weiss — were elected to the board with more votes for than against.

Nominee Scott I. Ross received 8,668,800 votes for and 10,571,385 votes against, which was not a majority of votes cast. In line with the company’s bylaws, he tendered a conditional resignation. After review, the Nominating and Corporate Governance Committee and the board chose not to accept his resignation, reaffirming his board appointment.

Shareholders also ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 23,403,645 votes for and 54,000 against. An advisory vote approving compensation of named executive officers passed with 11,162,874 votes for and 8,077,556 against.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed all proposals while the board retained a director who lacked majority support.

The meeting confirms broad support for the existing board slate, auditor, and executive pay, but one director, Scott I. Ross, failed to win a majority of votes cast. The bylaws required a resignation offer, which he submitted, triggering a formal review.

The Nominating and Corporate Governance Committee cited Mr. Ross’s experience, engagement with management, and industry background, alongside concerns raised about meeting attendance. After his commitment to attend at least 75% of board meetings, the committee and full board determined it was in the company’s interest to keep him, illustrating a board-driven judgment balancing shareholder feedback and perceived board needs.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Scott I. Ross 8,668,800 shares Director election at annual meeting
Votes against Scott I. Ross 10,571,385 shares Director election at annual meeting
Auditor ratification for KPMG LLP 23,403,645 for; 54,000 against Ratification for 2026 fiscal year
Say-on-pay approval 11,162,874 for; 8,077,556 against Advisory vote on executive compensation
Broker non-votes on say-on-pay 4,226,753 shares Advisory compensation vote
broker non-vote financial
"Number of Shares Voted Name | For | Against | Abstain | Broker Non-Vote"
independent registered public accounting firm financial
"The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved."
proxy advisory firms financial
"namely a recommendation from proxy advisory firms to vote against Mr. Ross’s election"
Firms that research corporate governance issues and tell shareholders how to vote on things like board elections, executive pay and major corporate proposals. Think of them as a trusted review site or advisor that summarizes complex documents and issues clear recommendations; many institutional investors use those recommendations to vote, so their guidance can shape company decisions, governance quality and ultimately a stock’s risk and value.
Nominating and Corporate Governance Committee financial
"the Nominating and Corporate Governance Committee of the Board (the “Committee”) considered Mr. Ross’s offer of resignation."
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
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false000152576900015257692026-06-222026-06-2200015257692024-04-022024-04-02

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, 2026
DAVE & BUSTER’S ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3566435-2382255
(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 under the Exchange Act
 ☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valuePLAYNASDAQ 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 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders (the “Annual Meeting”) of Dave & Buster's Entertainment, Inc. (the “Company”) held on June 18, 2026, 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 Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on May 6, 2026.

Proposal 1

Based on the voting results set forth below, James P. Chambers, Tarun Lal, Nathaniel J. Lipman, Charles H. Protell, Kevin M. Sheehan and Allen R. Weiss were each elected to the Company’s Board of Directors (the “Board”) to serve until the Company’s next annual meeting of shareholders and until his 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. Chambers16,488,1892,747,92497,2304,226,753
Tarun Lal18,237,622982,863112,8584,226,753
Nathaniel J. Lipman18,179,5121,059,06994,7624,226,753
Charles H. Protell18,250,699969,806112,8384,226,753
Scott I. Ross8,668,80010,571,38593,1584,226,753
Kevin M. Sheehan17,614,3081,629,09289,9434,226,753
Allen R. Weiss17,190,6202,048,42594,2984,226,753

Scott I. Ross did not receive a majority of the votes cast at the Annual Meeting. In compliance with the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”), on June 24, 2026, Mr. Ross offered his resignation to the Board, conditioned upon Board acceptance.

Pursuant to the Bylaws, the Nominating and Corporate Governance Committee of the Board (the “Committee”) considered Mr. Ross’s offer of resignation. The Committee believes that Mr. Ross’s knowledge of the Company, his active engagement with management throughout the year (not limited to Board meeting participation), his prior experience on the Board, his alignment with the Company’s success and his extensive experience on the boards of directors of other public and private companies provide the Board and its committees with robust industry-specific knowledge and key leadership experience. The Committee also reviewed the underlying reason for Mr. Ross not receiving a greater number of votes “for” than votes “against” for his re-election, namely a recommendation from proxy advisory firms to vote against Mr. Ross’s election based primarily on Mr. Ross’s attendance at meetings of the Board and its committees. In response to this feedback, Mr. Ross committed to attending at least 75 percent of all Board meetings. Accordingly, and after due deliberation, the Committee determined that Mr. Ross’s continued service on the Board is in the best interests of the Company and its shareholders and recommended that the Board not accept Mr. Ross’s offer of resignation. After discussion, the Board agreed with the Committee’s recommendation, determined not to accept Mr. Ross’s offer of resignation and reaffirmed his appointment to the Board. Mr. Ross did not participate in the Committee’s recommendation or the Board’s decision with respect to his offer of resignation.


2

Proposal 2

The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved. The results were as follows:
Number of Shares Voted
For
Against
Abstain
23,403,64554,000102,451


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
11,162,8748,077,55692,9134,226,753


3

Section 9 – Financial Statements and Exhibits
Item 9.01.    Financial Statements and Exhibits
(d)Exhibits.
104Cover 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 25, 2026
By:/s/ Rodolfo Rodriguez, Jr.
Rodolfo Rodriguez, Jr.
Senior Vice President, Chief Legal Officer and Corporate Secretary
3

Source: View Original Filing on SEC EDGAR

FAQ

What did Dave & Buster’s (PLAY) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026, and an advisory resolution approving compensation of named executive officers. All proposals passed, although one director did not receive a majority of votes cast.

Which Dave & Buster’s (PLAY) directors were elected at the 2026 annual meeting?

Shareholders elected James P. Chambers, Tarun Lal, Nathaniel J. Lipman, Charles H. Protell, Kevin M. Sheehan, and Allen R. Weiss to the board. Each received more votes for than against, with several nominees getting over 18 million votes for, plus broker non-votes recorded.

Why did director Scott I. Ross offer his resignation from the Dave & Buster’s (PLAY) board?

Scott I. Ross received 8,668,800 votes for and 10,571,385 votes against, failing to secure a majority of votes cast. Under the company’s bylaws, this outcome required him to tender a resignation for the board’s consideration, which he submitted after the annual meeting.

Why did Dave & Buster’s board decide to keep Scott I. Ross despite the vote outcome?

The Nominating and Corporate Governance Committee cited Mr. Ross’s company knowledge, engagement with management, prior board experience, and service on other boards. After he committed to attend at least 75 percent of board meetings, the committee and board determined it was in shareholders’ best interests to retain him.

Was KPMG LLP reappointed as Dave & Buster’s (PLAY) auditor for 2026?

Yes. Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the 2026 fiscal year, with 23,403,645 votes for, 54,000 against, and 102,451 abstentions recorded in the vote tally disclosed.

Did Dave & Buster’s (PLAY) shareholders approve executive compensation on an advisory basis?

Yes. The advisory vote on compensation for named executive officers passed, with 11,162,874 votes for, 8,077,556 against, and 92,913 abstentions, along with 4,226,753 broker non-votes. This indicates a majority supported the company’s disclosed pay practices.

Filing Exhibits & Attachments

3 documents

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