RAVE Sets Dec. 9 Shareholder Meeting, Seeks Approval for New Incentive Plan

TL;DR

**RAVE's upcoming shareholder meeting is a procedural formality, but the 2025 LTIP approval is a quiet green light for management to continue their strategy, so vote FOR.**

AI Summary

RAVE Restaurant Group, Inc. (RAVE) is holding its Annual Meeting of Shareholders on December 9, 2025, at its corporate offices in The Colony, Texas. Shareholders will vote on four key proposals: the election of four directors, the ratification of Whitley Penn LLP as the independent registered public accounting firm for fiscal year 2026, the approval of the 2025 Long Term Incentive Plan (2025 LTIP Proposal), and an Adjournment Proposal if necessary to solicit additional proxies for the 2025 LTIP. As of the Record Date, October 13, 2025, there were 14,211,566 outstanding shares of common stock. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including the 2025 LTIP, which is crucial for executive and employee retention and motivation. The company emphasizes the importance of shareholder participation, offering voting via proxy card, internet, or telephone. This DEF 14A filing outlines the procedural aspects of the meeting and voting, but does not disclose specific revenue or net income figures, nor detailed business changes or strategic outlook beyond the incentive plan.

Why It Matters

This DEF 14A filing is critical for RAVE investors as it outlines the upcoming Annual Meeting agenda, including the approval of the 2025 Long Term Incentive Plan. A robust incentive plan can significantly impact executive and employee motivation, directly influencing the company's competitive position in the restaurant industry and its ability to attract and retain top talent. For employees, the LTIP offers potential for increased compensation and alignment with shareholder interests. Customers and the broader market may see indirect effects through improved operational performance and strategic execution, as a well-incentivized leadership team is more likely to drive growth and innovation in a highly competitive sector.

Risk Assessment

Risk Level: low — The risk level is low because this DEF 14A filing primarily concerns procedural matters for the Annual Meeting, such as director elections and auditor ratification, which are standard corporate governance items. The main substantive proposal, the 2025 Long Term Incentive Plan, is generally viewed as a positive for aligning management and shareholder interests, and the Board recommends a 'FOR' vote, indicating no contentious issues are expected.

Analyst Insight

Investors should review the 2025 Long Term Incentive Plan details, which will be provided in the full proxy statement, to understand its potential impact on dilution and executive compensation. Given the Board's recommendation, a 'FOR' vote on all proposals, including the LTIP, is a straightforward action to support current management and governance structure.

Key Numbers

• 14,211,566 — Outstanding Common Stock Shares (As of the Record Date, October 13, 2025, these shares are entitled to vote at the Annual Meeting.)
• 2025-10-13T00:00:00.000Z — Record Date (Shareholders as of this date are eligible to vote at the Annual Meeting.)
• 2025-12-09T00:00:00.000Z — Annual Meeting Date (The date when shareholders will vote on key proposals, including the 2025 LTIP.)
• 4 — Number of Directors to Elect (Shareholders will elect four directors to the Board.)
• 2026 — Fiscal Year for Auditor Ratification (Whitley Penn LLP is proposed as the independent registered public accounting firm for this fiscal year.)

Key Players & Entities

• RAVE RESTAURANT GROUP, INC. (company) — Registrant and issuer of common stock
• Mark E. Schwarz (person) — Chairman of the Board
• Brandon Solano (person) — President & Chief Executive Officer
• Whitley Penn LLP (company) — Independent registered public accounting firm for fiscal year 2026
• Securities and Exchange Commission (regulator) — Regulatory body for filing
• Broadridge Financial Solutions, Inc. (company) — Inspector of elections and proxy materials distributor
• Securities Transfer Corporation (company) — Company's transfer agent
• $0.01 (dollar_amount) — Par value per share of common stock
• 14,211,566 (dollar_amount) — Outstanding shares of common stock as of Record Date
• The Colony, Texas (location) — Location of corporate offices and Annual Meeting

FAQ

Industry Context

RAVE Restaurant Group, Inc. operates within the highly competitive restaurant industry, which is characterized by evolving consumer preferences, labor challenges, and the need for efficient supply chain management. The industry is seeing a continued focus on digital ordering, delivery services, and value-driven offerings. Companies like RAVE must adapt to these trends to maintain market share and drive growth.

Regulatory Implications

As a publicly traded company, RAVE is subject to SEC regulations, including the timely and accurate filing of disclosures like this DEF 14A. Compliance with corporate governance standards and shareholder voting requirements is critical. The proposed 2025 LTIP also requires adherence to specific regulatory guidelines for equity-based compensation plans.

What Investors Should Do

1. Review the 2025 Long Term Incentive Plan (2025 LTIP Proposal) details in the full proxy statement.
2. Vote on all proposals presented at the Annual Meeting.
3. Ensure your proxy is submitted by the deadline or attend the meeting in person.

Key Dates

• 2025-10-13: Record Date — Shareholders as of this date are eligible to vote at the Annual Meeting. 14,211,566 shares of common stock were outstanding.
• 2025-10-22: First distribution of Proxy Materials — Shareholders receive the Notice of Annual Meeting and Proxy Statement, informing them of the meeting details and voting procedures.
• 2025-12-09: Annual Meeting of Shareholders — Shareholders will vote on director elections, auditor ratification, the 2025 LTIP Proposal, and the Adjournment Proposal.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting, including director nominations, executive compensation, and other corporate governance issues. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and the proposals to be voted upon.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, detailing the agenda and providing information to help shareholders make informed voting decisions. (This document outlines the proposals, board recommendations, and voting procedures for RAVE's Annual Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the eligibility of shareholders to vote, with October 13, 2025, being the date for RAVE's meeting.)

Common Stock

The basic form of ownership in a corporation, representing a claim on the company's assets and earnings. (The 14,211,566 outstanding shares of common stock as of the Record Date are entitled to vote at the meeting.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders are asked to ratify the appointment of Whitley Penn LLP for fiscal year 2026.)

2025 Long Term Incentive Plan (2025 LTIP)

A plan designed to provide incentives to executives and employees through equity-based awards, aimed at aligning their interests with shareholders and promoting long-term company performance. (Shareholders are being asked to approve this plan, which the company deems crucial for retention and motivation.)

Adjournment Proposal

A proposal that allows the company to postpone or delay the shareholder meeting if necessary, for example, to solicit additional proxies or provide updated information. (This proposal is included to ensure the company can achieve quorum or sufficient votes for the 2025 LTIP Proposal.)

Year-Over-Year Comparison

This filing is a proxy statement for the annual meeting and does not contain comparative financial performance data from a previous year's filing. It focuses on the upcoming meeting's agenda, including director elections, auditor ratification, and the proposed 2025 Long Term Incentive Plan. Information regarding the company's financial performance for the fiscal year ended June 29, 2025, would be found in the accompanying Annual Report (Form 10-K), not detailed within this specific DEF 14A.

Key Financial Figures

• $0.01 — 566 outstanding shares of common stock, $0.01 par value per share (the " Common Stock

Filing Documents

• ny20056548x1_def14a.htm (DEF 14A) — 507KB
• logo_piefivepizza.jpg (GRAPHIC) — 21KB
• logo_pizzainn.jpg (GRAPHIC) — 22KB
• logo_rave.jpg (GRAPHIC) — 29KB
• ny20056548x1_pc01.jpg (GRAPHIC) — 622KB
• ny20056548x1_pc02.jpg (GRAPHIC) — 573KB
• sig_brandonsolano.jpg (GRAPHIC) — 27KB
• sig_markeschwarz.jpg (GRAPHIC) — 17KB
• 0001140361-25-038948.txt ( ) — 4290KB
• rave-20251209.xsd (EX-101.SCH) — 2KB
• ny20056548x1_def14a_htm.xml (XML) — 39KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: 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 RAVE RESTAURANT GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): 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. Mark E. Schwarz Chairman of the Board Brandon Solano President RAVE Restaurant Group, Inc. 3551 Plano Parkway The Colony, TX 75056 www.raverg.com To our Shareholders: We are pleased to invite you to the Annual Meeting of Shareholders of RAVE Restaurant Group, Inc. to be held at the company's corporate offices, located at 3551 Plano Parkway, The Colony, Texas 75056, on Tuesday, December 9, 2025, at 3:30 p.m., local time. Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. To vote your shares, you may use the enclosed proxy card, vote via the Internet or telephone, or attend the Annual Meeting and vote in person. On behalf of our board of directors, we urge you to complete, sign, date, and return the enclosed proxy card, or vote via the Internet or telephone, even if you currently plan to attend the Annual Meeting. This will help to ensure your representation at the Annual Meeting. Please review the instructions on the proxy card regarding each of these voting options. Thank you for your ongoing support of and continued interest in RAVE Restaurant Group, Inc. Sincerely, Mark E. Schwarz Chairman of the Board Brandon Solano President & Chief Executive Officer RAVE RESTAURANT GROUP, INC. 3551 PLANO PARKWAY THE COLONY, TEXAS 75056 (469) 384-5000 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Time and Date: 3:30 p.m., local time, on Tuesday, December 9, 2025. 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 Whitley Penn LLP as the Company's independent registered public accounting firm for the 2026 fiscal year; (3) To approve the Company's 2025 Long Term Incentive Plan (the " 2025 LTIP Proposal "). (4) To approve the adjournment of the Annual Meeting, if necessary, to ensure that any necessary supplement or amendment to the Proxy Statement accompanying this notice is provided to the Company's shareholders a reasonable amount of time in advance of the Annual Meeting or to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the 2025 LTIP Proposal (the " Adjournment Proposal "); and (5) 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 13, 2025 (the " Record Date "). At the close of business on the Record Date, there were 14,211,566 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

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View this DEF 14A filing on SEC EDGAR