Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2022, the Board of Directors ("Board") of Dave & Buster's
Entertainment, Inc. (the "Company") appointed Gail Mandel, 53, to the Board and
the Audit and Nominating and Corporate Governance Committees of the Board,
effective April 18, 2022. The Board determined Ms. Mandel to be an independent
director and also designated her as an Audit Committee Financial Expert. With
Ms. Mandel's appointment to the Board, the size of the Board will be eight
directors. Following Ms. Mandel's appointment to the Committees, the Audit
Committee is comprised of Hamish A. Dodds, Michael Griffith, Gail Mandel, and
Atish Shah (Chair), and the Nominating and Corporate Governance Committee is
comprised of Michael Griffith, Gail Mandel, Patricia Mueller (Chair), Atish Shah
and Jennifer Storms.
Ms. Mandel has served as Managing Director of Focused Point Ventures, LLC, a
business advisory and consulting services organization, since 2019. In addition,
she currently serves as the Executive Chairman of the Board of PureStar, a
provider of laundry services and linen management to the hospitality industry,
and since 2020, as Board member of Sabre Corporation, a leading software and
technology company that powers the global travel industry. From 2014 to 2018,
she served as President and Chief Executive Officer of Wyndham Destination
Network, an operating division of Wyndham Worldwide and a provider of
professionally managed, unique vacation accommodations. Ms. Mandel served in
executive management positions at Wyndham Worldwide including as Chief Operating
Officer and Chief Financial Officer (March 2014-November 2014) and Chief
Financial Officer (January 2010-March 2014) of Wyndham Destination Network
(formerly Wyndham Exchange & Rentals). She held previous roles in finance and
accounting at Cendant Corporation and HFS Incorporated. Ms. Mandel received her
BBA, Public Accounting with summa cum laude honors from Pace University and
completed the Global Leaders Program at The Wharton School of the University of
Pennsylvania. Ms. Mandel brings skills in leadership, finance, strategy,
hospitality, governance, operations and technology to the Board.
There are no arrangements or understandings between Ms. Mandel and any other
person pursuant to which she was appointed. Ms. Mandel's compensation for her
service as non-employee director will be consistent with that of the Company's
other non-employee directors. Ms. Mandel is not a party to any transaction that
would require disclosure under Item 404(a) of Regulation S-K.
On April 18, 2022, the Company issued a press release announcing the appointment
of Ms. Mandel to the Board. A copy of the press release is attached as Exhibit
99.1 and is incorporated by reference herein.
As previously disclosed, Ms. Mueller is completing her current term and not
standing for re-election at the 2022 Annual Shareholder Meeting. Following the
election of Board members at the 2022 Annual Shareholder Meeting, the size of
the Board will be reduced to seven directors.
On April 11, 2022, the Compensation Committee of the Board approved a new
program for fiscal 2022 under the Company's Amended and Restated 2014 Omnibus
Incentive Plan composed of nonqualified stock options ("Options"),
performance-based Restricted Stock Units ("PSUs") and time-based Restricted
Stock Units ("RSUs") with updated terms from our prior Options, PSU and RSU
agreements. The Company will be using the updated forms of Nonqualified Stock
Option Award Agreement (the "Options Agreement"), Restricted Stock Unit Award
Agreement - Performance Based (the "PSU Award Agreement") and Restricted Stock
Unit Award Agreement - Time Based (the "RSU Award Agreement"), each of which are
filed herewith, for these awards. This summary is not intended to be complete
and is qualified in its entirety by reference to the form of Options Agreement,
PSU Award Agreement, and RSU Award Agreement which are attached as Exhibits
10.1, 10.2 and 10.3, respectively, to this Form 8-K and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Nonqualified Stock Option Award Agreement, by and between
Dave & Buster's Entertainment, Inc. and various employees of the
Company.
10.2 Form of Restricted Stock Unit Agreement - Performance Based, by and
between Dave & Buster's Entertainment, Inc. and various employees of
the Company.
10.3 Form of Restricted Stock Unit Agreement - Time Based, by and between
Dave & Buster's Entertainment, Inc. and various employees of the
Company.
99.1 Press release dated April 18, 2022.
104 Cover Page Interactive Data File (the Cover Page Interactive Data File
is embedded within the Inline XBRL document).
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