RAVE Restaurant Group sets Dec. 10 shareholder vote
The executive-pay vote is nonbinding; the company says its next say-on-pay resolution will be presented at the 2029 annual meeting.
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RAVE Restaurant Group, Inc. seeks shareholder votes at its December 10, 2026 annual meeting to elect four incumbent directors—Mark E. Schwarz, Chairman of the Board; Clinton J. Coleman, director; William C. Hammett, Jr., director; and Robert B. Page, director—ratify Bodwell Vasek Wells DeSimone, LLP as auditor for fiscal 2027, and approve a non-binding advisory resolution on named executive compensation. Shareholders as of October 16, 2026 are eligible to vote; 14,252,910 common shares were outstanding that day.
For fiscal 2026, Chief Executive Officer Brandon L. Solano’s total compensation was $893,415, and Chief Financial Officer Jay Rooney’s was $336,851. The next say-on-pay resolution is scheduled for the 2029 annual meeting under the company’s three-year voting frequency. The ownership table reports Mark E. Schwarz beneficially owned 3,272,816 shares, or 22.9% of the class, as of October 16, 2026.
Filing Explained
A failed auditor ratification prompts reconsideration, while director election outcomes turn on majority support among shares represented at the meeting.
The company has selected Bodwell Vasek Wells DeSimone for fiscal 2027, and the proxy asks shareholders to ratify it; ratification is not required, and a failed vote would lead the audit committee to reconsider retaining the firm.
For director elections, each nominee needs a majority of shares entitled to vote and represented at the meeting; withheld votes count against a nominee, while broker non-votes do not affect the election outcome.
Key Figures
Key Terms
Say-On-Pay Resolution regulatory
broker non-votes regulatory
restricted stock units financial
compensation actually paid financial
quorum regulatory
Compensation Summary
| Name | Total Compensation |
|---|---|
| Brandon L. Solano | $893,415 |
| Jay Rooney | $336,851 |
- Election of four directors
- Ratification of Bodwell Vasek Wells DeSimone, LLP as the independent registered public accounting firm for fiscal 2027
- Advisory vote on named executive compensation
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What will RAVE shareholders vote on at the 2026 annual meeting?
When is RAVE’s 2026 annual meeting, and who can vote?
When will RAVE hold its next say-on-pay vote?
How do abstentions affect RAVE’s auditor and executive-pay votes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ | ||
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

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Mark E. Schwarz Chairman of the Board Brandon Solano President & Chief Executive Officer | RAVE Restaurant Group, Inc. 3551 Plano Parkway The Colony, TX 75056 www.raverg.com | ||
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Mark E. Schwarz Chairman of the Board | Brandon Solano President & Chief Executive Officer | ||
Time and Date: | 3:30 p.m., local time, on Thursday, December 10, 2026. | |||||
Place: | RAVE Restaurant Group, Inc. 3551 Plano Parkway The Colony, Texas 75056 | |||||
Items of Business | (1) | To elect four directors to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified; | ||||
(2) | To ratify the appointment of Bodwell Vasek Wells DeSimone, LLP as the Company’s independent registered public accounting firm for the 2027 fiscal year; | |||||
(3) | To conduct an advisory vote on a resolution approving the Company’s compensation of its named executive officers; | |||||
(4) | To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. | |||||
Adjournments and Postponements: | Any action on the items of business described above may be considered at the Annual Meeting on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. | |||||
Record Date: | You are entitled to vote only if you were a shareholder of the Company as of the close of business on October 16, 2026 (the “Record Date”). At the close of business on the Record Date, there were 14,252,910 outstanding shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company. No other class of securities of the Company is entitled to notice of, or to vote at, the Annual Meeting. | |||||
Meeting Admission: | You are entitled to attend the Annual Meeting only if you were a Company shareholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. You should be prepared to offer proof of identification for admittance. If you are a shareholder of record or hold your shares through the Pizza Inn, Inc. 401(k) Plan, we may verify your ownership as of the Record Date prior to admitting you to the meeting. If you are not a shareholder of record but hold your shares through a broker, trustee, or nominee (i.e., in “street name”), you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, trustee, or nominee, or similar evidence of ownership. The Company may refuse admission to the Annual Meeting to anyone who does not provide proper identification upon request. | |||||
Voting: | Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. You may submit your proxy or voting instructions by completing, signing, dating, and returning your proxy card in the pre-addressed envelope provided or, in most cases, by using the telephone or Internet. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers – Voting Information” in the accompanying Proxy Statement and the instructions on the accompanying proxy card. | |||||
By order of the Board of Directors, | |||
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Mark E. Schwarz Chairman of the Board The Colony, Texas October 23, 2026 | |||
1. | Why am I receiving these materials? |
2. | What information is contained in this Proxy Statement? |
3. | How may I obtain the Company’s Form 10-K and other financial information? |
4. | How may I obtain a separate set of proxy materials? |
5. | How may I request a single set of proxy materials for my household? |
6. | How may I request an electronic copy of the proxy materials? |
7. | What should I do if I receive more than one set of proxy materials? |
8. | What matters will be acted on at the Annual Meeting? |
(1) | The election of four directors to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified; |
(2) | The ratification of the appointment of Bodwell Vasek Wells DeSimone, LLP as the Company’s independent registered public accounting firm for the 2027 fiscal year; |
(3) | An advisory vote on a resolution approving the Company’s compensation of its named executive officers (the “Say-On-Pay Resolution”); |
(4) | The transaction of such other business as may properly come before the meeting or any postponement or adjournment thereof. (See Question 17, “What happens if additional matters are presented at the meeting?”) |
9. | How does the Board recommend that I vote? |
• | “FOR” the election of all director nominees; |
• | “FOR” the ratification of the independent registered public accounting firm; |
• | “FOR” the Say-On-Pay Resolution. |
10. | What shares can I vote? |
11. | How can I vote my shares in person at the meeting? |
12. | How can I vote my shares without attending the meeting? |
13. | What is the deadline for voting my shares? |
14. | May I change my vote? |
15. | Is my vote confidential? |
16. | How are votes counted and what is the voting requirement to approve each of the proposals? |
17. | What happens if additional matters are presented at the meeting? |
18. | Who will serve as inspector of elections? |
19. | Who will bear the cost of soliciting votes for the meeting? |
20. | Where can I find voting results from the Annual Meeting? |
21. | What is the difference between holding shares as a shareholder of record and as a beneficial owner? |
22. | What happens if I have questions for the Company’s transfer agent? |
23. | How can I attend the meeting? |
24. | How many shares must be present? |
25. | What is the deadline to propose actions for consideration at the next Annual Meeting of Shareholders? |
26. | How may I recommend individuals to serve as directors? |
Name | Audit | Compensation | Nominating & Governance | ||||||||
Mark E. Schwarz | X* | X* | |||||||||
Clinton J. Coleman | X | ||||||||||
William C. Hammett, Jr. | X* | X | X | ||||||||
Robert B. Page | X | X | |||||||||
Number of Meetings in Fiscal 2026 | 6 | 2 | 1 | ||||||||
* | Committee Chair |
Name | Fees Earned in Cash ($) | Option Awards ($)(1) | Total ($) | ||||||
Mark E. Schwarz | 28,000 | — | 28,000 | ||||||
Clinton J. Coleman | 22,500 | — | 22,500 | ||||||
William C. Hammett, Jr. | 23,250 | — | 23,250 | ||||||
Robert B. Page | 23,000 | — | 23,000 | ||||||
(1) | As of June 28, 2026, Mr. Schwarz held unexercised stock options for 40,000 shares. |
Name | Age | Position | Executive Officer Since | ||||||
Brandon L. Solano | 56 | Chief Executive Officer & President (principal executive officer) | 2019 | ||||||
Jay Rooney | 55 | Chief Financial Officer (principal financial officer) | 2024 | ||||||
Name and Principal Position(s) | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||
Brandon L. Solano Chief Executive Officer & President | 2026 | 363,077 | 284,836 | 245,502 | 0 | 893,415 | ||||||||||||||
2025 | 350,000 | 244,195 | 179,157 | 6,900 | 780,252 | |||||||||||||||
Jay Rooney Chief Financial Officer | 2026 | 236,297 | 74,151 | 26,403 | 0 | 336,851 | ||||||||||||||
2025 | 229,673 | 64,097 | 11,159 | 2,109 | 307,038 | |||||||||||||||
(1) | Reflects the fair value of each restricted stock unit award estimated on the date of grant based on the probable outcome of certain performance conditions. Restricted stock units represent the right to receive shares of common stock upon satisfaction of vesting requirements and performance conditions. Assumptions used in calculating the grant date fair value are included in Note G to the Company’s audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 28, 2026. |
(2) | Represents the Company’s matching contribution to its 401(k) plan. |
Year | Summary Compensation Table Total for PEO1($) | Compensation Actually Paid to PEO ($)2 | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)1 | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)2 | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income (in thousands) ($) | ||||||||||||||
2026 | ||||||||||||||||||||
2025 | ||||||||||||||||||||
2024 | ||||||||||||||||||||
1 |
2 | Calculated with an adjustment for fair value of stock awards in accordance with Item 402(v)(2)(iii) of Regulation S-K. Compensation actually paid does not reflect amounts actually earned, realized or received by the named executive officers. Fair values were calculated in accordance with FASB ASC Topic 718 and, for restricted stock units subject to performance conditions, reflect the probable outcome of those conditions as of each measurement date. The valuation assumptions used did not differ materially from those disclosed at the time of grant. The following table sets forth the adjustments made to the Summary Compensation Table totals to determine compensation actually paid (amounts for the non-PEO named executive officers are averages): |
PEO 2026 | PEO 2025 | PEO 2024 | Non-PEO Average 2026 | Non-PEO Average 2025 | Non-PEO Average 2024 | |||||||||||||
Summary Compensation Table total | ||||||||||||||||||
Less: grant date fair value of stock awards reported in the Summary Compensation Table | ( | ( | ( | ( | ( | ( | ||||||||||||
Plus: year-end fair value of awards granted during the year that remain unvested at year end | ||||||||||||||||||
Plus (less): change in fair value from prior year end to current year end of prior-year awards that remain unvested | ( | ( | ( | |||||||||||||||
Plus (less): change in fair value from prior year end to vesting date of prior-year awards that vested during the year | ( | ( | ( | |||||||||||||||
Less: prior year-end fair value of prior-year awards forfeited during the year | ( | |||||||||||||||||
Total equity award adjustments | ||||||||||||||||||
Compensation actually paid | ||||||||||||||||||
Stock Awards | |||||||||||
Name | Award Date | Number of Unearned Shares Underlying Restricted Stock Units That Have Not Vested (#) | Market Value of Unearned Shares Underlying Restricted Stock Units That Have Not Vested ($)1 | ||||||||
Brandon L. Solano | 11/13/2023 | 105,000 | 224,438 | ||||||||
10/08/2024 | 105,848 | 318,560 | |||||||||
10/20/2025 | 99,464 | 340,167 | |||||||||
Jay Rooney | 10/08/2024 | 18,690 | 56,249 | ||||||||
10/20/2025 | 17,112 | 58,523 | |||||||||
1 | Market value of underlying restricted stock units awarded in fiscal 2025 and fiscal 2026 is based on fiscal 2026 progress toward the achievement of performance criteria and the closing market price of the Company’s common stock of $3.42 on June 26, 2026, the last day of trading in the Company’s fiscal year ended June 28, 2026. |
AUDIT FEES Fiscal 2025 | AUDIT FEES Fiscal 2026 | ||||
$176,280 | $153,300 | ||||
Audit Committee | |||
William C. Hammett, Jr., Chairman | |||
Robert B. Page | |||
Clinton J. Coleman | |||
5% or Greater Beneficial Owners | No. of Shares Beneficially Owned | Percent of Class(1) | ||||
Newcastle Partners, L.P.(2) | 3,272,816 | 22.9 | ||||
Newcastle Partners, L.P.(2) | ||||||
Newcastle Capital Management, L.P.(2) | ||||||
Newcastle Capital Group, L.L.C.(2) | ||||||
NCM Services, Inc.(2) | ||||||
Schwarz 2012 Family Trust(2) | ||||||
Mark E. Schwarz(2) | ||||||
Directors and Named Executive Officers: | ||||||
Mark E. Schwarz(2) | 3,272,816 | 22.9 | ||||
Clinton J. Coleman | 106,678 | * | ||||
William C. Hammett, Jr. | 15,000 | * | ||||
Robert B. Page | — | — | ||||
Brandon L. Solano | 636,495 | 4.5 | ||||
Jay Rooney | — | — | ||||
All directors, nominees and current executive officers (6 individuals)(3) | 4,030,989 | 28.2 | ||||
* | Represents less than 1.0%. |
(1) | The number of shares beneficially owned and the percentage of class determined for each person or group is determined under SEC rules, and the information is not necessarily indicative of ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the person or group has sole or shared voting or investment power and any shares that the person or group has the right to acquire within 60 days after October 16, 2026, through the exercise of any stock option or other right. On October 16, 2026, the Company had 14,252,910 shares of common stock issued and outstanding. |
(2) | The general partner of Newcastle Partners, L.P. (“NP”) is Newcastle Capital Management, L.P. (“NCM”), the general partner of NCM is Newcastle Capital Group, L.L.C. (“NCG”), the sole member of NCG is NCM Services, Inc. (“NCMS”), the sole shareholder of NCMS is the Schwarz 2012 Family Trust (“Schwarz Trust”) and the sole trustee of the Schwarz Trust is Mark E. Schwarz. Accordingly, each of Mr. Schwarz, the Schwarz Trust, NCMS, NCG, NCM and NP (a) may be deemed to beneficially own the 3,092,125 shares of Common Stock directly owned by NP as well as the 140,691 shares directly owned by Mr. Schwarz, together with the 40,000 shares which he may acquire pursuant to currently exercisable stock options and (b) may be considered a “group” for purposes of Section 13(d)(3) of the Exchange Act. Accordingly, each member of such group may be deemed to share voting and investment power over and beneficially own all shares of the Common Stock owned by all other members of the group. The address for each member of this group is Two Lincoln Centre, 5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas 75240. |
(3) | Includes 40,000 shares which may be acquired pursuant to options currently exercisable. |





