Good Times Restaurants Sets 2026 Annual Meeting Agenda

TL;DR

**GTIM's upcoming shareholder meeting is a routine governance check, but keep an eye on executive compensation for alignment with future performance.**

AI Summary

Good Times Restaurants Inc. (GTIM) is holding its 2026 Annual Meeting of Shareholders on February 19, 2026, to elect five directors, conduct an advisory vote on named executive officer compensation, and ratify Baker Tilly US, LLP as its independent registered public accounting firm for the fiscal year ending September 29, 2026. The company's Board of Directors unanimously recommends voting 'FOR' all proposals. As of the record date, December 22, 2025, there were 10,557,896 shares of common stock outstanding, with each share entitled to one vote. The proxy materials, including the Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are available electronically at www.proxyvote.com. The company emphasizes its executive compensation programs are designed to attract, retain, and motivate talented executives, reward strong business results, and align executive interests with stockholder interests, believing these programs have been effective in achieving positive results.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Good Times Restaurants, impacting investor confidence through director elections and executive compensation transparency. The advisory vote on executive pay provides shareholders a voice, potentially influencing future compensation structures and aligning management incentives with long-term company performance. Ratifying the auditor ensures financial oversight, crucial for maintaining market trust. In a competitive quick-service restaurant market, strong governance and clear executive incentives are vital for GTIM to attract and retain talent, drive strategic growth, and deliver shareholder value.

Risk Assessment

Risk Level: low — The risk level is low as this is a routine definitive proxy statement (DEF 14A) primarily focused on standard corporate governance matters like director elections, executive compensation advisory votes, and auditor ratification. There are no indications of contentious proposals, significant changes in control, or unusual financial disclosures that would suggest a higher risk.

Analyst Insight

Investors should review the director nominees' qualifications and the executive compensation details to ensure alignment with their investment thesis. Voting 'FOR' the auditor ratification is generally a standard practice, but shareholders should consider the 'say-on-pay' vote as an opportunity to express their views on executive incentives.

Key Numbers

• 10,557,896 — Shares of Common Stock outstanding (As of the record date, December 22, 2025, each share is entitled to one vote.)
• 2026 — Annual Meeting Year (The proxy statement relates to the 2026 Annual Meeting of Shareholders.)
• February 19, 2026 — Annual Meeting Date (The Annual Meeting will be held on this date at 9:00 a.m. MT.)
• December 22, 2025 — Record Date (Shareholders of record on this date are entitled to vote at the Annual Meeting.)
• 5 — Number of Directors (The Board is set at a maximum of five directors, all of whom are up for election.)
• 2028 — Next Say-on-Pay Vote Year (The company currently holds its say-on-pay vote every two years, with the next one scheduled for 2028.)
• 2031 — Next Say-on-Pay Frequency Vote Year (Shareholders will have an opportunity to cast an advisory vote on the frequency of say-on-pay votes no later than 2031.)
• $0.001 — Par Value per Share (Par value of the Company's Common Stock.)

Key Players & Entities

• Good Times Restaurants Inc. (company) — Registrant for DEF 14A filing
• Baker Tilly US, LLP (company) — Independent registered public accounting firm nominee for fiscal year ending September 29, 2026
• Charles E. Jobson (person) — Director nominee and Chairman of the Board
• Jason S. Maceda (person) — Director nominee and Chairman of the Audit Committee
• Sophia Rivka Rossi (person) — Director nominee
• Jennifer C. Stetson (person) — Director nominee and Chairman of the Compensation Committee
• Ryan M. Zink (person) — Director nominee, President and Chief Executive Officer
• Inspire Brands (company) — Employer of Jason S. Maceda
• SLKW Investments, LLC (company) — Company where Jennifer C. Stetson serves as Asset Manager
• Securities and Exchange Commission (regulator) — Regulates proxy statement filings

FAQ

Industry Context

Good Times Restaurants Inc. operates in the fast-casual dining sector, a competitive market characterized by evolving consumer preferences for convenience, value, and healthier options. The industry faces ongoing challenges related to labor costs, supply chain disruptions, and the need for digital integration to enhance customer experience. Companies are increasingly focusing on operational efficiency and differentiated offerings to maintain market share.

Regulatory Implications

As a publicly traded company, Good Times Restaurants Inc. is subject to SEC regulations governing proxy solicitations and financial reporting, as detailed in this DEF 14A filing. Compliance with these rules ensures transparency and fair treatment of shareholders. The company must also adhere to state and federal labor laws and food safety regulations pertinent to its restaurant operations.

What Investors Should Do

1. Review proxy materials for the 2026 Annual Meeting.
2. Vote on director elections.
3. Vote on the advisory resolution regarding executive compensation.
4. Ratify the appointment of Baker Tilly US, LLP as the independent auditor.

Key Dates

• 2026-02-19: 2026 Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and auditor ratification.
• 2025-12-22: Record Date — Shareholders as of this date are entitled to vote at the Annual Meeting.
• 2025-09-30: Fiscal Year End — The Annual Report on Form 10-K for this period is available with the proxy materials.
• 2026-01-05: Mailing of Notice of Internet Availability of Proxy Materials — Shareholders will receive instructions on how to access proxy materials and vote electronically.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes. (This document is the DEF 14A for Good Times Restaurants Inc.'s 2026 Annual Meeting.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in proxy statements. (Shareholders will vote on the compensation of these individuals.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders will vote to ratify the appointment of Baker Tilly US, LLP as the company's auditor.)

Proxy

A document that authorizes another person to act on behalf of the shareholder, typically to vote their shares. (The company is soliciting proxies from shareholders to vote at the Annual Meeting.)

Say-on-Pay Vote

An advisory shareholder vote on the compensation of a company's named executive officers. (This is one of the key proposals to be voted on at the Annual Meeting.)

Year-Over-Year Comparison

This filing pertains to the 2026 Annual Meeting, and specific comparative financial data from the previous year's proxy statement (e.g., 2025 meeting) is not directly presented within this excerpt. However, the proxy materials reference the Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which would contain the necessary historical financial information for year-over-year comparisons. Investors should consult the 10-K for detailed financial performance metrics.

Key Financial Figures

• $0.001 — 6 shares of our common stock, par value $0.001 per share (“Common Stock”),
• $2.9 billion — 99-2019, reaching a peak asset level of $2.9 billion. Prior to launching Delta, Mr. Jobson w
• $3.5 billion — -person investment committee managing a $3.5 billion U.S. equity portfolio at Baring Asset M

Filing Documents

• z1223257def14a.htm (DEF 14A) — 219KB
• goodtimeslogo.jpg (GRAPHIC) — 8KB
• gt_logo.jpg (GRAPHIC) — 5KB
• rzink_sig.jpg (GRAPHIC) — 3KB
• z1223257def14a_p19a.jpg (GRAPHIC) — 60KB
• z1223257def14a_p19b.jpg (GRAPHIC) — 71KB
• z1223257def14a_pxc1.jpg (GRAPHIC) — 85KB
• z1223257def14a_pxc2.jpg (GRAPHIC) — 85KB
• 0001214659-25-018524.txt ( ) — 659KB

Executive Compensation

Executive Compensation 15 Shareholder Nominations and Other Proposals 22 Other Matters 22 Where You Can Find More Information 22 Table of Contents NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT Date: Thursday, February 19, 2026 Time: 9:00 a.m. MT Place: 651 Corporate Circle, Suite 200, Golden, Colorado 80401 Record Date: December 22, 2025 GENERAL INFORMATION This proxy statement relates to the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Good Times Restaurants Inc., a Nevada corporation (the “Company”). The Annual Meeting will be held on Thursday, February 19, 2026, at 9:00 a.m. MT at the Company’s corporate office as specified above, or at such other time and place to which the Annual Meeting may be adjourned or postponed. The enclosed proxy is solicited by our Board of Directors (the “Board”). The terms “we,” “us,” and “our” in this proxy statement refer to the Company. Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on February 19, 2026 : The proxy materials relating to the Annual Meeting, including this proxy statement and the Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “Annual Report”), are available at www.proxyvote.com. What is the purpose of the Annual Meeting? 1. To elect five directors of the Company to serve until the next Annual Meeting of Shareholders or until their respective successor have been elected and qualified; 2. To submit an advisory vote on the compensation of the Company’s named executive officers; 3. To ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2026; and 4. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

View Full Filing

View this DEF 14A filing on SEC EDGAR