RCI Hospitality (RICK) 2025 meeting backs board, auditor and pay

Rhea-AI Filing Summary

RCI Hospitality Holdings, Inc. held its Annual Meeting of Stockholders on August 18, 2025 at its Houston, Texas corporate offices. Stockholders voted on electing six directors, ratifying the company’s independent auditor, and approving an advisory vote on executive compensation.

All six director nominees — Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx — were elected. As of the June 23, 2025 record date, there were 8,763,050 shares of common stock outstanding, with 7,004,083 voting shares present in person or by proxy.

Stockholders ratified the selection of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending September 30, 2025, with 6,907,917 votes for, 28,609 against, and 67,557 abstentions. The non-binding advisory resolution on executive compensation also passed, receiving 3,841,183 votes for, 235,979 against, 7,116 abstentions, and 2,919,805 broker non-votes.

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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): August 18, 2025

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas			001-13992			76-0458229
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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

RICK

The Nasdaq Global Market

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 o

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. o

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On August 18, 2025, we held our Annual Meeting of Stockholders at our corporate offices located at 10737 Cutten Road, Houston, Texas 77066, for the following purposes:

(1)			To elect six directors, including Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx;
(2)			To ratify the selection of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2025;
(3)			To approve a non-binding advisory resolution on executive compensation;

And to transact such other business as may properly come before the meeting.

Based on the votes received in person and by proxy, all of the above-named director nominees were elected, the selection of CBIZ CPAs P.C. was ratified, and the non-binding advisory resolution on executive compensation was approved. There were no other matters presented for action at the Annual Meeting.

The exact results of the stockholder vote are as follows:

Total Shares of Common Stock Outstanding as of the Record Date, June 23, 2025:			8,763,050
Total Voting Shares Present Either by Proxy or in Person of Common Stock:			7,004,083

Item 1:    Election of Directors

			FOR						WITHHELD
Eric S. Langan			3,863,393						220,885
Travis Reese			3,993,173						91,105
Luke Lirot			3,217,351						866,927
Yura Barabash			1,669,721						2,414,557
Elaine J. Martin			1,962,948						2,121,330
Arthur Allan Priaulx			1,961,033						2,123,245

Additionally, there was a total of 2,919,805 broker non-votes for the election of directors.

Item 2:    Ratification of selection of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year ending September 30, 2025

Votes for:			6,907,917
Votes against:			28,609
Votes abstained:			67,557

Item 3:    Approval of non-binding advisory resolution on executive compensation

Votes for:			3,841,183
Votes against:			235,979
Votes abstained:			7,116

Additionally, there was a total of 2,919,805 broker non-votes for approval of the non-binding advisory resolution on executive compensation.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

			RCI HOSPITALITY HOLDINGS, INC.
Date: August 18, 2025			By:			/s/ Eric Langan
						Eric Langan
						President and Chief Executive Officer

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FAQ

What was the main purpose of RCI Hospitality (RICK) stockholders’ meeting on August 18, 2025?

The Annual Meeting of Stockholders was held to elect six directors, ratify the selection of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2025, and approve a non-binding advisory resolution on executive compensation.

How many RCI Hospitality (RICK) shares were eligible to vote and how many were represented at the meeting?

There were 8,763,050 shares of common stock outstanding as of the June 23, 2025 record date. A total of 7,004,083 voting shares were present either in person or by proxy at the Annual Meeting.

Were all director nominees elected at the RCI Hospitality (RICK) 2025 Annual Meeting?

Yes. All six nominees — Eric S. Langan, Travis Reese, Luke Lirot, Yura Barabash, Elaine J. Martin, and Arthur Allan Priaulx — were elected based on the votes cast for and withheld, along with 2,919,805 broker non-votes recorded for the director elections.

Did RCI Hospitality (RICK) stockholders ratify the appointment of CBIZ CPAs P.C. as auditor?

Yes. Stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2025, with 6,907,917 votes for, 28,609 votes against, and 67,557 votes abstained.

How did RCI Hospitality (RICK) stockholders vote on executive compensation in 2025?

The non-binding advisory resolution on executive compensation was approved, receiving 3,841,183 votes for, 235,979 votes against, and 7,116 abstentions. There were also 2,919,805 broker non-votes on this item.

Where was the RCI Hospitality (RICK) 2025 Annual Meeting of Stockholders held?

The Annual Meeting took place at the company’s corporate offices located at 10737 Cutten Road, Houston, Texas 77066 on August 18, 2025.