DIRECTORS AND CORPORATE GOVERNANCE
Composition and Board Independence
Our Board of Directors currently consists of
eleven (11) members. Two current members are not standing for reelection; following the Annual Meeting of Shareholders, the size of the Board immediately will be reduced to nine (9) members. Our Board of Directors has affirmatively determined
that all of our directors standing for election other than our Chief Executive Officer are independent directors under our standards as well as the applicable rules of NASDAQ. In addition, our Board of Directors affirmatively determined that each
member of the Audit Committee, Messrs. Chambers, Dodds, Halkyard, Shah and Sheehan, satisfies the independence requirements for members of an audit committee as set forth in Rule 10A-3(b)(1) of the Exchange
Act, and that each member of the Compensation Committee, Mr. Chambers, Mr. Griffith, Mr. Hockin, Ms. Mueller and Ms. Storms, satisfies the independence requirements for members of a compensation committee under the
applicable rules of NASDAQ. Messrs. Halkyard and King have determined they will complete their current terms as directors and not stand for re-election; they have no disagreement with the Company.
Corporate Governance
The Board of Directors met twenty times in
fiscal 2020, including regular and special meetings. During this period, no individual director attended fewer than 75% of the aggregate of (1) the total number of meetings of the Board of Directors and (2) the total number of meetings
held by all committees on which he or she served.
The Company invites members of the Board of Directors to attend its annual shareholder meeting
and requires that they make every effort to attend the Annual Meeting absent an unavoidable and irreconcilable conflict. At the June 23, 2020 Annual Meeting of Shareholders, all of the directors attended other than Mr. Crawford, who
completed his term on June 22, 2020; Mr. Chambers, who was appointed to the Board on December 22, 2020; and Mr. Shah, who was appointed to the Board on April 16, 2021 .
The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Finance Committee. The
charters for each of these committees are posted on our website at http://ir.daveandbusters.com/corporate-governance.
The Audit Committee,
currently comprised of Messrs. Chambers, Dodds, Halkyard, Shah and Sheehan, and chaired by Mr. Sheehan, recommends to the Board of Directors the appointment of the Companys independent auditors, reviews and approves the scope of the
annual audits of the Companys financial statements, provides oversight of our internal control over financial reporting, reviews and approves any non-audit services performed by the independent auditors,
reviews the findings and recommendations of the independent auditors and periodically reviews major accounting policies. The Audit Committee held nine meetings during fiscal 2020. The Board of Directors has determined that each of the members of the
Audit Committee is qualified as a financial expert under the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC. Mr. Chambers joined the Committee on December 22, 2020, and Mr. Shah joined the
Committee on April 16, 2021. Mr. Halkyard will complete his current term on the Committee and not stand for re-election.
The Compensation Committee comprised of Mr. Chambers, Mr. Griffith, Mr. Hockin, Ms. Mueller and Ms. Storms, and chaired by
Mr. Griffith, reviews the Companys compensation philosophy and strategy, administers incentive compensation and stock option plans, reviews the Chief Executive Officers performance and compensation, reviews recommendations on
compensation of other executive officers and board members, and reviews other special compensation matters, such as executive employment agreements. The Compensation Committee held three meetings during fiscal 2020. The Compensation Committee has
engaged FW Cook as its independent compensation consultant. Mr. Chambers joined the Committee on December 22, 2020.
The Nominating and
Corporate Governance Committee, comprised of Mr. Halkyard, Ms. Mueller, Mr. Sheehan and Ms. Storms, and chaired by Ms. Mueller, identifies and recommends the individuals qualified to be nominated for election to the Board of
Directors, recommends the member of the Board of Directors qualified to be nominated for
|
|
|
|
|
Dave & Busters Entertainment, Inc.
|
|
15
|
|
Eat Drink Play Watch®
|