FAT Brands : 2023 Proxy

FAT Brands Inc.

9720 Wilshire Blvd., Suite 500

Beverly Hills, CA 90212

November 3, 2023

To the Stockholders of FAT Brands Inc.:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of FAT Brands Inc., a Delaware corporation (the "Company"), has been scheduled for Thursday, December 14, 2023 at 2:00 p.m. Pacific Time, to be held at the Company's corporate offices located at 9720 Wilshire Blvd., Suite 500, Beverly Hills, CA 90212, for the following purposes:

1. To elect the 14 nominees for director named in the accompanying proxy statement.
2. To approve an amendment and restatement of the Company's 2017 Omnibus Equity Incentive Plan.
3. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers.
4. To ratify the appointment of Macias Gini & O'Connell, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.
5. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponements thereof.

The Board of Directors has fixed the close of business on October 24, 2023 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponements thereof. It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please provide your proxy by following the instructions described in the accompanying proxy statement.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on December 14, 2023: The Proxy Statement and 2022 Annual Report on Form 10-K are available online at http://ir.fatbrands.com/financial-information/annual-reports.

Your vote is very important, regardless of the number of shares you own. In accordance with Securities and Exchange Commission ("SEC") rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive a printed copy of the proxy materials unless you request to receive them in accordance with the instructions provided in the Notice. The Notice contains instructions on how to access and review all of the important information contained in the proxy materials over the Internet. The Notice also instructs how you may submit your proxy over the Internet. If you received a Notice and would like to receive a printed copy of our proxy materials, including our Annual Report on Form 10-K, follow the instructions for requesting such materials included in the Notice.

By order of the Board of Directors,

Allen Z. Sussman

Secretary

TABLE OF CONTENTS
ANNUAL MEETING AND PROXY SOLICITATION INFORMATION	1
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	5
PROPOSAL NO. 2 - APPOVAL OF AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE
PLAN	6
PROPOSAL NO. 3 - ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS ....	12
PROPOSAL NO. 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	13
THE BOARD OF DIRECTORS	14
CORPORATE GOVERNANCE	18
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	25
DIRECTOR COMPENSATION	28
PAY VERSUS PERFORMANCE	29
PRINCIPAL STOCKHOLDERS	32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	35
OTHER MATTERS	37
2022 ANNUAL REPORT ON FORM 10-K	38
STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING	39
APPENDIX A - FORM OF AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN	A-1

i

FAT BRANDS INC.

9720 Wilshire Blvd., Suite 500

Beverly Hills, CA 90212

ANNUAL MEETING OF STOCKHOLDERS

December 14, 2023

PROXY STATEMENT

ANNUAL MEETING AND PROXY SOLICITATION INFORMATION

The accompanying proxy is solicited by the Board of Directors (the "Board") of FAT Brands Inc., a Delaware corporation ("we", "us", "our" or the "Company"), for use at our 2023 Annual Meeting of Stockholders (the "Annual Meeting") to be held on Thursday, December 14, 2023 at 2:00 p.m. Pacific Time at the Company's corporate offices located at 9720 Wilshire Blvd., Suite 500, Beverly Hills, CA 90212, and at any adjournment or postponements thereof.

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we are making this proxy statement available to our stockholders electronically via the Internet. On or about November 3, 2023, we are mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to the holders of our Class A Common Stock and Class B Common Stock as of the close of business on October 24, 2023 (the "record date"), other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice contains instructions on how to access over the Internet an electronic copy of our proxy materials, including this proxy statement and our 2022 Annual Report on Form 10-K. The Notice also contains instructions on how to request a paper copy of our proxy materials. We believe that this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of the Annual Meeting. The Notice provides instructions on how to cast your vote.

YOUR VOTE IS IMPORTANT. PLEASE VOTE AS SOON AS POSSIBLE USING ONE OF THE METHODS DESCRIBED IN THE NOTICE.

Who is entitled to vote?

If you were a holder of FAT Brands Inc. Class A Common Stock or Class B Common Stock at the close of business on October 24, 2023 (the "record date"), either as a stockholder of record or as the beneficial owner of shares held in street name, you may direct a vote at the Annual Meeting. As of the record date, we had outstanding and entitled to vote 15,518,518 shares of Class A Common Stock and 1,270,805 shares of Class B Common Stock. Stockholders will have the right to one vote per share of Class A Common Stock and 2,000 votes per share of Class B Common Stock held as of the record date. Our Class A Common Stock and Class B Common Stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors.

What does it mean to be a stockholder of record or beneficial holder and who can vote in person at the meeting?

Stockholder of Record: Shares Registered in Your Name. If on the record date, your shares were registered directly in your name with the Company's transfer agent, VStock Transfer, then you are a stockholder of record and you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote to ensure that your vote is counted.

Beneficial Holder: Owner of Shares Held in Street Name: If, on the record date, your shares were held in an account at a broker, bank, or other financial institution (collectively referred to as "broker"), then you are the beneficial holder of shares held in "street name" and these proxy materials are being forwarded to you by that broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial holder, you have the right to direct your broker on how to vote the shares in your account. As a beneficial holder, you are invited to attend the Annual Meeting. However, since you are not a stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.

1

What constitutes a quorum?

Our Bylaws require that a quorum - that is, the holders of a majority of the voting power of the issued and outstanding shares of our capital stock entitled to vote at the Annual Meeting - be present, in person or by proxy, before any business may be transacted at the Annual Meeting (other than adjourning the Annual Meeting to a later date to allow time to obtain additional proxies to satisfy the quorum requirement).

How do I vote by proxy before the meeting?

Before the meeting, you may vote your shares in one of the following three ways if your shares are registered directly in your name with our transfer agent, VStock Transfer.

• By mail by completing, signing, dating and returning the enclosed proxy card in the postage paid envelope provided.
• By Internet athttp://www.vstocktransfer.com/proxy. You may log-on using the control number printed on the proxy card. Voting will be open until 11:59 pm (ET) on December 13, 2023.
• By electronic mail at [e-mail] facsimile at 646-536-3179. Please mark, sign and date your proxy card and send a copy via e-mail attachment or facsimile.

Please refer to the proxy card for further instructions on voting via the Internet and by telephone. Please follow the directions on your proxy card carefully.

May I vote my shares in person at the Annual Meeting?

Attendance at the Annual Meeting will be limited to stockholders or their proxy holders. If you are a proxy holder for a stockholder of record whose shares are registered in his or her name, you must provide a copy of a proxy from the stockholder of record authorizing you to vote such shares. If you are a beneficial holder who holds shares through a broker, bank or similar organization, you must provide proof of beneficial ownership as of the close of business on the record date, such as a brokerage or bank account statement, a copy of the proxy from the broker or other agent, or other similar evidence of ownership. Each attendee must also present valid photo identification, such as a driver's license or passport. Cameras and recording devices will not be permitted at the Annual Meeting.

How can I revoke my proxy?

If you are a stockholder of record and have sent in your proxy, you may change your vote by revoking your proxy by means of any one of the following actions which, to be effective, must be taken before your proxy is voted at the Annual Meeting:

• Sending a written notice to revoke your proxy to the Company's Secretary at our corporate offices. To be effective, we must receive the notice of revocation before the Annual Meeting commences.
• Transmitting a proxy by mail at a later date than your prior proxy. To be effective, the Company must receive the later dated proxy before the Annual Meeting commences. If you fail to date or to sign that later proxy, however, it will not be treated as a revocation of an earlier dated proxy.
• Attending the Annual Meeting and voting in person or by proxy in a manner different than the instructions contained in your earlier proxy.

If you are a beneficial holder you may submit new voting instructions by contacting your broker. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the broker giving you the right to vote the shares.

What will happen if I do not vote on a proposal?

A properly executed proxy received by us prior to the Annual Meeting, and not revoked, will be voted as directed by the stockholder on that proxy. If a stockholder provides no specific direction with respect to a proposal, a properly completed proxy returned by a stockholder will be voted in accordance with the Board of Directors' recommendations as set forth in this proxy statement. As of the date of this proxy statement, we are not aware of any matters to be voted on at the Annual Meeting other than as stated in this proxy statement and the accompanying notice of Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy card gives discretionary authority to the persons named in it to vote the shares in their own discretion.

2

What vote is required to approve each item?

Proxies marked as abstentions or withheld votes will be counted as shares that are present and entitled to vote for purposes of determining whether a quorum is present. If a broker indicates on its proxy that it does not have discretionary voting authority to vote shares on one or more proposals at the Annual Meeting (a "broker non-vote"), such shares will still be counted in determining whether a quorum is present. Brokers or other nominees who hold shares in "street name" for the beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or other "non-routine" proposals without specific instructions from the beneficial owner. Of the matters on the agenda for the Annual Meeting, only the ratification of the selection of our auditors is considered to be a "routine" proposal for the purposes of brokers exercising their voting discretion.

Proposal No. 1 - Election of Directors. Provided that a quorum of the stockholders is present in person or by proxy at the Annual Meeting, a plurality of the votes cast is required for the election of directors. As a result, the nominees who receive the highest number of votes cast for director will be elected. Withheld votes, abstentions and broker non-votes will have no effect on the results of the election of directors.

Proposal No. 2 - Vote to Amend and Restate 2017 Omnibus Equity Incentive Plan. The affirmative vote of the holders of a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on this item will be required for the approval of this proposal. This proposal is considered to be a "non-routine"matter, so if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your broker, bank, or other agent will not have discretionary authority to vote your shares on this proposal. Abstentions will have the same effect as a vote against this proposal, and broker non-voteswill have no effect on the results of this proposal.

Proposal No. 3 - Non-Binding Advisory Vote on the Compensation of Named Executive Officers. The affirmative vote of the holders of a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on this item will be required for the approval of this proposal. This proposal is considered to be a "non-routine"matter, so if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your broker, bank, or other agent will not have discretionary authority to vote your shares on this proposal. Abstentions will have the same effect as a vote against this proposal, and broker non-voteswill have no effect on the results of this proposal.

Proposal No. 4 - Vote for the Ratification of Selection of Independent Public Accounting Firm. The affirmative vote of the holders of a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on this item will be required for the ratification of the selection of Macias Gini & O'Connell, LLP. This proposal is considered to be a "routine" matter, so if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your broker, bank, or other agent will have discretionary authority to vote your shares on this proposal. Abstentions will have the same effect as a vote against this proposal.

Other Items. For any other item of business that may be presented at the Annual Meeting, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote at the meeting will be required for approval. A properly executed proxy marked "ABSTAIN" with respect to any such matter will not be voted. Because abstentions represent shares entitled to vote, the effect of an abstention will be the same as a vote against a proposal. Broker non-votes will have no effect on the results of such a proposal.

Can I exercise rights of appraisal or other dissenters' rights at the Annual Meeting?

No. Under Delaware law, holders of our voting stock are not entitled to demand appraisal of their shares or exercise similar rights of dissenters as a result of the approval of any of the proposals to be presented at the Annual Meeting.

Who is paying for this proxy solicitation?

The Company will pay the cost of soliciting proxies for the Annual Meeting. Proxies may be solicited by our regular employees in person, or by mail, courier, telephone or facsimile. Arrangements also may be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons. We may reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out- of-pocket expenses incurred by them in connection therewith.

3

What does it mean if I receive more than one Notice of Annual Meeting?

Some stockholders may have their shares registered in different names or hold shares in different capacities. For example, a stockholder may have some shares registered in his or her name, individually, and others in his or her capacity as a custodian for minor children or as a trustee of a trust. In that event, you will receive multiple copies of this proxy statement and multiple proxy cards. If you want all of your votes to be counted, please be sure to sign, date and return all of those proxy cards.

What does it mean if multiple members of my household are stockholders but we only received one Notice of Annual Meeting or set of proxy materials in the mail?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents, we are sending only one notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as "householding," allows us to satisfy the requirements for delivering notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the notice or proxy materials at your address and would like to request "householding" of your communications, please contact your broker. Once you have elected "householding" of your communications, "householding" will continue until you are notified otherwise or until you revoke your consent. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice of Internet Availability of Proxy Materials, you may contact us at our corporate offices at 9720 Wilshire Blvd., Suite 500, Beverly Hills, CA 90212, Attention: Corporate Secretary.

4

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will be asked to elect the entire Board of Directors, consisting of 14 persons, to serve until the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The names of the 14 nominees for director and their current positions and offices with the Company are set forth below. Detailed biographical information regarding each of these nominees is provided in this proxy statement below under the heading "The Board of Directors."

				Director	Independent under
Director		Positions with FAT Brands		Since	NASDAQ independence standard
		Chairman of the Board, outside
Andrew A. Wiederhorn		consultant (C)	2017	No
John S. Allen		Director (C)	2023	Yes
Donald J. Berchtold		Director, Chief Concept Officer	2023	No
Lynne L. Collier		Director (A) (C)	2022	Yes
Tyler B. Child		Director (A) (C)	2023	No
		Director
Mark Elenowitz		(Lead Independent Director) (A) (C)	2023	Yes
James G. Ellis		Director (A) (C)	2023	Yes
Peter R. Feinstein		Director (A) (C)	2023	Yes
Matthew H. Green		Director (A) (C)	2023	Yes
John C. Metz		Director (C)	2023	No
Carmen Vidal		Director, International Legal Counsel	2023	No
Mason A. Wiederhorn		Director, Chief Brand Officer	2023	No
Taylor A. Wiederhorn		Director, Chief Development Officer	2023	No
Thayer D. Wiederhorn		Director, Chief Operating Officer	2023	No

(A) Member of the Audit Committee of the Board

(C) Member of the Compensation Committee of the Board

If a nominee is unable or unwilling to serve, the shares to be voted for such nominee that are represented by proxies will be voted for any substitute nominee designated by the Board of Directors. The Company did not receive any stockholder nominations for director. If a quorum is present at the Annual Meeting, the 14 nominees receiving the highest number of votes cast, in person or by proxy, will be elected to serve. Abstentions and broker nonvotes will have no effect on the election of directors. If not otherwise specified, proxies will be voted "FOR" the nominees for director named above.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF EACH NOMINEE NAMED ABOVE.

5

PROPOSAL NO. 2

AMENDMENT AND RESTATEMENT OF 2017 OMNIBUS EQUITY INCENTIVE PLAN

Summary

At the Annual Meeting, the stockholders will be asked to approve an amendment and restatement of the Company's Amended and Restated 2017 Omnibus Equity Incentive Plan (the "Plan") to make certain technical changes that will remove and delete from the Plan outdated references to Section 162(m) of the Internal Revenue Code ("IRC") and corresponding restrictions on "performance-based" compensation awards tied to Section 162(m) (the "Restated Plan"). The Restated Plan was approved by the Board on October 17, 2023, and is subject to stockholder approval. The full text of the Restated Plan, marked to show all of the proposed changes, is attached as Appendix Ato this proxy statement. The following description of the material differences between the Plan and the Restated Plan (and other information presented in this proposal) is subject to the full text of the Restated Plan attached as Appendix A.

In general, the Restated Plan provides for different types of equity compensation awards to selected employees, directors and other service providers of the Company and its subsidiaries. As of the record date, the Company has issued two types of awards under the Plan - stock options exercisable for the Company's Class A Common Stock and restricted shares of Class A Common Stock. See "Summary of Material Features of the Restated Plan" below for a fuller discussion of the Restated Plan and the types of awards authorized under the Restated Plan.

The Plan was originally approved by the Company's stockholders in September 2017. The Plan was amended in October 2021 and December 2022 to increase its share authorization, which is currently set at 5,000,000 shares. Both such amendments were approved by Company stockholders.

The Plan contained a number of provisions that placed restrictions on Plan awards in order to permit compensation generated in connection with such awards to constitute "performance-based" compensation for purposes of Section 162(m) of the IRC. Such provisions included a limit on Plan awards such that a single participant should not receive awards covering more than 50,000 shares in a calendar year (the "Annual Limit"). The Annual Limit was intended to permit such awards to comply with the performance-based compensation exemption ("PBCE") to the annual $1 million compensation income tax deduction limit imposed by IRC Section 162(m). The Tax Cuts and Jobs Act of 2017 effectively eliminated the PBCE for tax years commencing after December 31, 2017.

The Company has never taken advantage of the PBCE and there are no outstanding Plan awards that are "grandfathered" from the income tax deduction limits of Section 162(m) of the IRC. The Restated Plan therefore removes and deletes from the Plan all references to IRC Section 162(m) and corresponding share grant limits. The Restated Plan also modifies the definition of the Committee administering the Plan to reflect the changes relating to IRC Section 162(m) and provide greater flexibility in how the Restated Plan is administered.

The following table sets forth certain additional information about the Plan's outstanding awards as of December 25,

2022:

							Number of
							Securities
							Remaining
		Number of					Available for
		Securities to be			Weighted-		Future Issuance
		Issued upon			Average		under Equity
		Exercise of		Exercise Price of		Compensation
		Outstanding			Outstanding		Plans (Excluding
		Options,			Options,		Securities
		Warrants and			Warrants and		Reflected in
Plan Category		Rights			Rights		Column (a))
		(a)			(b)		(c)
Equity compensation plans approved by security
holders	2,748,906	$	10.06	2,101,094
Equity compensation plans not approved by security
holders		-			-		-
Total	2,748,906	$	10.06	2,101,094

6

As of October 24, 2023, there were 3,236,198 shares subject to all outstanding awards and 1,610,622 shares available for future issuance under the Plan. The Company is not requesting additional shares to be added to the Restated Plan share authorization, and it is anticipated that the existing available shares should be sufficient to address future awards for at least the next year. As of October 24, 2023, the fair market value of our Class A Common Stock (based on the closing share price as quoted by NASDAQ on that date) was $5.93 per share.

Excess Awards

In 2021 and 2023, certain awards of stock options and restricted stock were granted under the Plan in excess of the Annual Limit of 50,000 shares (such excess number of shares are referred to as the "Excess Amounts"), since the intent of the Annual Limit was no longer applicable due to the repeal of the PBCE beginning in 2018. These grants are listed in the table below. None of the restricted share awards listed in the table have become vested (they are scheduled to vest in 2024) and none of the stock options in the table have been exercised. In addition, the Excess Amounts subject to stock options granted in 2021 are, as of the date of this proxy statement, all currently "out of the money," meaning that their exercise price is higher than the trading price of our Class A Common Stock as of the record date.

Per Share

Total

Excess

Exercise

Expiration

Date of Grant

Grantee

Type of Award

Shares

Amount

Price

Date

May 18, 2021

Kenneth Kuick

Restricted Shares

100,000

50,000

n/a

n/a

Nov. 16, 2021

Kenneth Kuick

Stock Option

100,000

100,000

$

11.43

11/16/2031

Apr. 6, 2021

Allen Sussman

Restricted Shares

100,000

50,000

n/a

n/a

Nov. 16, 2021

Allen Sussman

Stock Option

75,000

75,000

$

11.43

11/16/2031

Andrew

Nov. 16, 2021

Wiederhorn

Stock Option

100,000

50,000

$

11.43

11/16/2031

Mason

Nov. 16, 2021

Wiederhorn

Stock Option

100,000

25,000

$

11.43

11/16/2031

Taylor

Nov. 16, 2021

Wiederhorn

Stock Option

100,000

50,000

$

11.43

11/16/2031

Thayer

Nov. 16, 2021

Wiederhorn

Stock Option

100,000

50,000

$

11.43

11/16/2031

Apr. 6, 2021

Robert Rosen

Restricted Shares

100,000

50,000

n/a

n/a

Nov. 16, 2021

Robert Rosen

Stock Option

100,000

100,000

$

11.43

11/16/2031

Apr. 26, 2023

Robert Rosen

Stock Option

400,000

350,000

$

5.37

04/26/2033

Other

non-

executive

Nov. 16, 2021

officer employees

Stock Options

400,000

150,000

$

11.43

11/16/2031

In connection with this proposal to amend and restate the Plan, the Board is canceling the Excess Amounts of those awards shown above that were granted in 2021 without consideration prior to the Annual Meeting. If the Restated Plan is approved by the stockholders at the Annual Meeting, the Company will grant new awards in amounts equal to the Excess Amounts of the awards granted in 2021 to the respective grantees listed above (provided they are then still in service with the Company), with all terms and conditions of the original grant remaining the same, including share amounts, vesting schedule and exercise price (unless the fair market value of our Class A Common Stock at the time of grant is higher than the original exercise price, in which case the exercise price will be equal to the fair market value at the time of grant). The single award shown above that was granted in 2023 will not be canceled, but its Excess Amount is contingent and conditioned upon stockholder approval of the Restated Plan. If the stockholders do not approve the Restated Plan at the Annual Meeting then the Excess Amounts shall not be re-granted or retained by the grantees.

New Plan Benefits

Except with respect to the Excess Amounts described above and the annual grants to directors described below under "Director Compensation," all future Restated Plan awards will be granted at the Committee's discretion, subject to the limitations described in the Restated Plan. Therefore, the specific benefits and amounts that will be received or allocated to certain participants under the Restated Plan are not presently determinable. Awards that were granted under the Plan in fiscal year 2022 to our named executive officers and non-employee directors are described elsewhere in this Proxy Statement.

7

Vote Required for Approval and Recommendation of the Board of Directors

The Restated Plan requires the approval of a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on this proposal at the Annual Meeting, provided that a quorum is established. If the stockholders do not approve the Restated Plan, the Company will continue to operate the Plan under its current provisions, the Excess Amounts for all of the above-listed awards granted in 2021 will remain canceled without the re-grants described above and the Excess Amount for the above-listed award granted in 2023 will be canceled.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN AS DESCRIBED ABOVE.

Summary of Material Features of the Restated Plan

The Amended and Restated 2017 Omnibus Equity Incentive Plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to officers, employees and non-employee directors of, and consultants and advisers to, the Company and its subsidiaries (each, a "participant"). The purpose of the Restated Plan is to help us attract, motivate and retain such persons and to align their interests with those of the Company's stockholders. The Restated Plan shall be governed by the laws of the State of Delaware (which is the state of our incorporation) except for conflict of law provisions. As of the record date, approximately 335 employees (which includes six executive officers) and nine non- employee directors were eligible to participate in the Restated Plan.

Administration. The Restated Plan will be administered by the full Board or a committee of directors selected by the Board (in either case, referred to as the "Committee"). If necessary, in the Board's discretion, to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to specific awards under the Restated Plan, the Committee shall consist solely of two (2) or more Board members who are each (i) "Non-Employee Directors" within the meaning of Rule 16b-3("Non-EmployeeDirectors") and/or (ii) "independent" for purpose of NASDAQ listing requirements. The members of the Committee or Board and their delegates shall generally be indemnified by the Company to the maximum extent permitted by applicable law for actions taken or not taken regarding the Restated Plan.

Grant of Awards; Shares Available for Awards.

The Restated Plan provides for the grant of awards which are incentive stock options ("ISOs"), non-qualified stock options ("NQSOs"), unrestricted shares, restricted shares, restricted stock units, performance stock, performance units, stock appreciation rights ("SARs"), tandem stock appreciation rights, distribution equivalent rights, or any combination of the foregoing, although only employees are eligible to receive ISOs. We have reserved a total of 5,000,000 shares of Class A Common Stock for issuance as or under awards to be made under the Restated Plan (all of which could be issued pursuant to the exercise of IRC Section 422 incentive stock options). To the extent that an award (or portion of an award) lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall be deemed not to have been issued for purposes of determining the maximum aggregate shares which may be issued under the Restated Plan and shall again be available for the grant of a new award. However, shares that have actually been issued under the Restated Plan, shares not issued or delivered as a result of the net settlement of an SAR or option, shares used to pay the exercise price or withholding taxes related to an award, and shares repurchased on the open market with the proceeds from the exercise of any option, will not be available for future issuance under the Restated Plan. Awards granted under the Restated Plan generally are not transferrable other than by will or by the laws of descent and distribution.

Stock Options. The term of each stock option will be as specified in the option agreement; provided, however, that except for stock options which are ISOs, granted to an employee who owns or is deemed to own (by reason of the attribution rules applicable under IRC Section 424(d)) more than 10% of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the IRC), within the meaning of Section 422(b)(6) of the IRC (a "ten percent stockholder"), no option shall be exercisable after the expiration of ten (10) years from the date of its grant (five (5) years for an employee who is a ten percent stockholder). The price at which a share may be purchased upon exercise of a stock option shall be determined by the Committee; provided, however, that such option price (i) shall not be less than the fair market value of a share on the date such stock option is granted, and (ii) shall be subject to adjustment as provided in the Restated Plan. In addition, the Restated Plan provides that an option agreement may allow the underlying stock option to be settled by the delivery of cash rather than shares, with a cash amount equal to the value of shares that would be deliverable to a participant under the "cashless exercise" procedure described in the Restated Plan. The decision to deliver cash rather than shares will be made in the sole discretion of the Committee.

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