DEF 14A of Dave & Buster's Entertainment, Inc., May 8, 2024

DEF 14A of Dave & Buster's Entertainment, Inc.

Filed May 8, 2024 · FY20230001628280-24-021430

Open on EDGAR

  1. To Be Held on June 20, 2024

    | | Page | | Pay v Performance Disclosure | 40 | | Employment Agreements | 43 | | Potential Payments upon Termination or Change-in-Control | 43 | | Equity Compensation Plan Information | 47 | | Transactions with Related Persons | 48 | | Report of the Audit Committee | 48 | | Section 16(a) Beneficial Ownership Reporting Compliance | 49 | | Shareholder Proposals | 49 | | Other Business | 49 | | Where You Can Find More Information | 50 | | FAQs | 51 |

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    2024 Proxy Statement Summary This summary highlights selected information on Dave and Buster’s Entertainment, Inc., a Delaware corporation (sometimes referred to herein as “we”, “us”, “our” or the “Company”) that is provided by our Board of Directors (the “Board of Directors” or the “Board”) in more detail throughout the Proxy Statement. This summary does not contain all of the information you should consider before voting, and you should read the entire Proxy Statement before casting your vote.

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    | Annual Meeting Information |

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    | Date: | Thursday June 20, 2024 | Voting Only shareholders as of the Record Date (April 25, 2024) are entitled to vote. Participating Online during the Annual Meeting If you are a registered shareholder (the shares are held in your name), you register by following the instructions set forth at www.meetnow.global/MYW7T2Y or in the FAQs section of this Proxy Statement (page 51). If you are a beneficial shareholder (the shares are held in the name of your bank, brokerage firm or other nominee), you will need to obtain a “legal proxy” from the registered shareholder (your bank, brokerage firm or other nominee) to register to vote at the annual meeting and follow the instructions set forth in the FAQs section of this Proxy Statement (page 51). | | Time: | 8:30 a.m. Central Daylight Time | | | Place: | The Annual Meeting will be held virtually. | | | Webpage: | www.meetnow.global/MYW7T2Y | | | Record Date: | April 25, 2024 | |

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    | Vote via Internet Follow the instructions on your Notice or Proxy Card | Vote via Phone Call the number on your Notice or Proxy Card | Vote via Mail Follow the instructions on your Notice or Proxy Card | Vote Online during the Annual Meeting Register to participate in the Annual Meeting virtually and vote online |

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    | Dave & Buster’s Entertainment, Inc | 1 |

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    | Shareholders Action |

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    | Proposals | Description | Board Voting Recommendation | Votes Required | Page Reference | | 1 | Election of Directors | FOR each nominee | Majority | 6-12 | | 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Majority | 13 | | 3 | Advisory Vote on Executive Compensation | FOR | Majority | 14 |

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    | Information about the Board of Directors at 2023 Fiscal Year End: |

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    | | Independence, Committees and Meetings | | | | | | Director | Board of Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Finance Committee | | James P. Chambers | I | | C | | M | | Hamish A. Dodds | I | M | | | C | | Michael J. Griffith | I | | M | M | | | Gail Mandel | I | M | | M | | | Chris Morris (1) | CEO | | | | | | Atish Shah | I | C | | M | | | Kevin M. Sheehan (2) | COB | | | | M | | Jennifer Storms | I | | M | C | | | Number of Meetings in Fiscal 2023 | 6 | 6 | 3 | 5 | 8 |

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    | I | – | Independent Director | | LID | – | Lead Independent Director | | CEO | – | Chief Executive Officer | | COB | – | Chair of the Board | | C | – | Committee Chair | | M | – | Committee Member | | (1) | – | As a non-independent member of the Board, Mr. Morris does not serve on any committees. | | (2) | – | Mr. Sheehan is our independent Chair of the Board. |

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    | Dave & Buster’s Entertainment, Inc | 2 |

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    | Board Skills and Core Competencies of Current Board Members: |

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    Our Board is comprised of directors who have a variety of skills and core competencies as noted in the chart below: Our Board is also diverse in age, tenure, gender and ethnicity as noted in the charts and matrix below:

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    | Dave & Buster’s Entertainment, Inc | 3 |

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    | Board Diversity Matrix (As of April 25, 2024) | | | | | | Board Size: | | | | | | Total # of Directors | 8 | | | | | Gender: | Male | Female | Non-Binary | Undisclosed | | # based on Gender Identity | 6 | 2 | – | – | | # of Directors who identify in any of the categories below: | | | | | | African American or Black | 1 | – | – | – | | Alaskan Native or American Indian | – | – | – | – | | Asian | 1 | – | – | – | | Hispanic or Latinx | – | – | – | – | | Native Hawaiian or Pacific Islander | – | – | – | – | | White | 4 | 2 | – | – | | Two or More Races or Ethnicities | – | – | – | – | | LGBTQ+ | 1 | | | | | Undisclosed | – | | | |

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    | Corporate Governance Highlights: |

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    We are committed to maintaining strong corporate governance practices that promote and protect the long-term interests of our shareholders. Our practices are designed to provide effective oversight and management of our Company as well as meet our regulatory and NASDAQ requirements, including the following:

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    | ✓Independent Chair of the Board | ✓Strong Director Attendance Record | | ✓Audit, Compensation, and Nominating and Corporate Governance Committees comprised of only Independent Directors | ✓Share Ownership Requirements for Directors and Top Officers | | ✓Regular Executive Sessions of Independent Directors | ✓Director Overboarding Policy | | ✓Diverse Board | ✓Mandatory Director Retirement Age | | ✓Commitment to Board Refreshment | ✓Annual Board and Committee Evaluations | | ✓Annual Director Elections | ✓Continued Engagement with Our Shareholders | | ✓Majority Voting in Uncontested Director Elections | ✓No Shareholder Rights Plan | | ✓Commitment to Director Education | |

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    | Dave & Buster’s Entertainment, Inc | 4 |

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    | Fiscal 2023 Business Performance Highlights: |

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    •Revenue of $2.2 billion increased 12.3% from fiscal 2022. •Pro forma combined comparable store sales (including Main Event branded stores) decreased 6.2% compared with fiscal 2022 and increased 8.0% compared with the same period in 2019. •Net income totaled $126.9 million, or $2.88 per diluted share, compared with net income of $137.1 million, or $2.79 per diluted share in fiscal 2022. Adjusted net income totaled $156.9 million, or $3.57 per diluted share, compared with adjusted net income of $159.1 million, or $3.23 per diluted share in fiscal 2022. •Adjusted EBITDA of $555.6 million, or 25.2% of revenue, increased 15.7% compared to the same period in 2022.

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    | Fiscal 2023 Executive Compensation Highlights and Key Practices: |

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    •We continued to receive strong support from shareholders for our compensation practices with a 91% approval vote at the 2023 Annual Shareholder Meeting. •In designing our fiscal 2023 compensation, we maintained our focus on our three core values for compensation: pay for performance, market-competitive pay and sustained shareholder value creation.

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    | Fiscal 2023 Corporate Social Responsibility Highlights: |

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    •We remain strongly committed to improving diversity, equity and inclusion in our culture. We: ◦enhanced our commitment to women in leadership through greater participation in membership in, and activity with, Women's Foodservice Forum (WFF). ◦emphasized our commitment to diversity and belonging throughout the year in internal and external communications, including social media. •We remain committed to thoughtful environmental sustainability, social and governance (ESG) practices. To this end, we: ◦published our first corporate responsibility report including our alignment to Sustainability Accounting Standards Board (SASB) standards for restaurants and entertainment companies in April of 2023. ◦completed an initial Operational Footprint Analysis (Scope 1 & 2 GHG emissions) to provide a base year measurement for future reporting. ◦published our 2024 update to our corporate responsibility report in April 2024.

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    | Dave & Buster’s Entertainment, Inc | 5 |

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    ELECTION OF DIRECTORS Your proxy will be used to vote FOR the election of all of the nominees named below unless you abstain from or vote against the nominees when you send in your proxy. Following the election of directors, the Company’s Board of Directors will be comprised of eight (8) members. Each of the nominees for election to the Board of Directors is currently a director of the Company. If elected at the Annual Meeting, each of the nominees will serve for one year or until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If any of the nominees is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the shareholders may vote for a substitute nominee chosen by the present Board to fill a vacancy. In the alternative, the shareholders may vote for just the remaining nominees leaving a vacancy that may be filled later by the Board. Alternatively, the Board may reduce its size. We are furnishing below certain biographical information about each of the eight (8) nominees for director. Also included is a description of the experience, qualifications, attributes and skills of each nominee.

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    | James P. Chambers | | | | | DIRECTOR SINCE: 2020 | | AGE: 38 | | | COMMITTEES: Compensation & Finance | | DIRECTOR STATUS: INDEPENDENT | | | CURRENT POSITION: | | | | | –Co-Founder and Partner of Hill Path Capital, LP, a private investment firm investing in the equity and debt of public and private companies since 2016. Leadership, Strategy, Investments, Leisure & Hospitality, Entertainment, Finance and Governance | | | | | PRIOR BUSINESS EXPERIENCE: | | | | | –Apollo Global Management, Inc. a global alternative investment management firm: •Principal (2011-2016) Leadership, Strategy, Leisure & Hospitality, Entertainment, Finance and Governance – Goldman Sachs & Co., Inc, a multinational investment bank and financial services company: •Analyst, Consumer Retail Group, Investment Banking Division (2009-2011) Leadership, Strategy, Retail, Investment, Finance, Food & Beverage | | | | | PUBLIC COMPANY BOARDS: | | | | | –Current: Dave & Buster’s Entertainment, Inc. | | United Parks & Resorts, Inc. | | | OTHER COMPANY BOARDS: | | | | | –Prior: CEC Entertainment | Great Wolf Resorts, Inc. | Principal Maritime Tankers Corp. | Principal Chemical Carriers, LLC | | EDUCATION: | | | | | –B.A. Political Science and Certificate in Markets and Management, Duke University | | | |

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    | Dave & Buster’s Entertainment, Inc | 6 |

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    | Hamish A. Dodds | | | DIRECTOR SINCE: 2017 | AGE: 67 | | COMMITTEES: Audit & Finance | DIRECTOR STATUS: INDEPENDENT | | RECENT POSITION: | | | –President and Chief Executive Officer of Hard Rock International, an owner, operator, and franchisor of restaurants, hotels, casinos, and live music venues in over seventy countries, from 2004-February 2017. Leadership, Strategy, Operations, Finance, Global, Franchise, Entertainment, Gaming, Food & Beverage | | | PRIOR BUSINESS EXPERIENCE: | | | –cbc (The Central American Bottling Corporation) (also known as CabCorp), a multi-Latin beverage company in more than 33 countries with strategic partners PepsiCo, Ambev and Beliv: •Chief Executive Officer (2002-2003) •Non-executive Director (2003-2010) Leadership, Strategy, Board Governance, Global, Distribution, Food & Beverage – PepsiCo, Inc., a multinational food, snack and beverage corporation: •Various management and financial positions including Division President and General Manager for beverage operations across Latin America, Europe and Middle East/North Africa (1989-2002) Accounting, Finance, Food & Beverage, Operations, Global –The Burton Group (now Arcadia Group) (an UK multinational retailing company) and Overseas Containers, Ltd. (an UK container shipping company): •Multiple management and financial positions (1982-1989) Accounting, Finance, Consumer Goods, Retail | | | PUBLIC COMPANY BOARDS: | | | – Current: Dave & Buster’s Entertainment, Inc. –Past 5 years: Pier 1 Imports, Inc. (2010-2020) | | | OTHER POSITIONS/MEMBERSHIPS: | | | –Fellow Member, Chartered Management Accountants | | | EDUCATION: | | | –B.A. Business Studies, Robert Gordon University, Scotland | | | ACCOLADES: | | | –Honorary Doctorate, Business Administration, Robert Gordon University (2011) | |

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    | Michael J. Griffith | | | DIRECTOR SINCE: 2011 | AGE: 67 | | COMMITTEES: Compensation & Nominating and Corporate Governance | DIRECTOR STATUS: INDEPENDENT | | PRIOR BUSINESS EXPERIENCE: | | | –Activision Blizzard, Inc., a worldwide online, personal computer, console, handheld, and mobile game publisher: •Vice Chair (March 2010-August 2016) Leadership, Strategy, Board/Governance –Activision Publishing, Inc. (prior to merger with Blizzard Entertainment, Inc.), one of the world’s largest third-party video game publishers: •President and Chief Executive Officer (June 2005-March 2010) Leadership, Strategy, Finance, Amusements/Gaming, Operations, Entertainment –The Procter & Gamble Company, a multinational consumer goods corporation: •Various executive positions, including President of the Global Beverage Division, Vice President and General Manager of Coffee Products, and Vice President and General Manager of Fabric & Home Care—Japan and Korea and Fabric & Home Care Strategic Planning—Asia (1981-2005) Leadership, Strategy, Global, Consumer Goods, Consumer Insights/Marketing | | | PUBLIC COMPANY BOARDS: | | | –Current: Dave & Buster’s Entertainment, Inc. | Central Garden & Pet Company | | EDUCATION: | | | –B.A. Mathematics, Computational Math, and Economics, Albion College, MI | –M.B.A. Finance and Strategic Planning, University of Michigan |

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    | Dave & Buster’s Entertainment, Inc | 7 |

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    | Gail Mandel | | | DIRECTOR SINCE: 2022 | AGE: 55 | | COMMITTEES: Audit & Nominating and Corporate Governance | DIRECTOR STATUS: INDEPENDENT | | CURRENT POSITIONS: | | | –Managing Director of Focused Point Ventures, LLC, a business advisory and consulting services organization since 2019. Leadership, Strategy, Investments, and Finance –Chair/Executive Chair of the Board of PureStar, a provider of laundry services and linen management to the hospitality industry since March 2020 and board member since August 2019. Leadership, Strategy, Finance, Hospitality, Governance | | | PRIOR BUSINESS EXPERIENCE: | | | –Wyndham Worldwide: •President and Chief Executive Officer of Wyndham Destination Network (f/k/a Wyndham Exchange & Rentals), an operating division of Wyndham Worldwide and a provider of professionally managed, unique vacation accommodations (November 2014-June 2018) •Chief Operating Officer and Chief Financial Officer of Wyndham Exchange & Rentals (March-November 2014) •Executive Vice President, Chief Financial Officer of Wyndham Exchange & Rentals (2010-2014) •Senior Vice President, Financial Planning & Analysis of Wyndham Worldwide (2006-2010) Leadership, Strategy, Finance, Investments, Operations, Global, Technology –Cendant Corporation, a provider of business and consumer services primarily in real estate and travel industries: •Various executive positions, including Senior Vice President, Chief Financial Officer and Controller of Hospitality Services Division (1993-2006) •Various positions of HFS (formerly Hospitality Franchise Systems, Inc. and predecessor to Cendant Corporation (1993-1997) Leadership, Strategy, Finance, Accounting, Hospitality, Franchise | | | PUBLIC COMPANY BOARDS: | | | –Current: Dave & Buster’s Entertainment, Inc. | Sabre Corporation | | OTHER POSITIONS/MEMBERSHIPS: | | | –Certified Public Accountant (State of New York, Inactive) | | | EDUCATION: | | | – B.B.A., Public Accounting, summa cum laude from Pace University | –Global Leaders Program, The Wharton School, University of Pennsylvania | | ACCOLADES: | | | –Named one of the 30 Most Influential Women in Hospitality (2017) – Recipient of Highest Leaf Award from Women’s Venture Fund (2016) | |

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    | Dave & Buster’s Entertainment, Inc | 8 |

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    | Chris Morris | | | DIRECTOR SINCE: 2022 | AGE: 53 | | COMMITTEES: None | DIRECTOR STATUS: Management | | CURRENT POSITIONS: | | | –Chief Executive Officer for Dave & Buster's Entertainment, Inc., since June 2022. Leadership, Strategy, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global | | | PRIOR BUSINESS EXPERIENCE: | | | –Main Event Entertainment, Inc., a leading provider of family-focused location-based entertainment and dining: •President and Chief Executive Officer (March 2018-June 2022) Leadership, Strategy, Finance, Investments, Operations, Global, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights –California Pizza Kitchen, a casual dining restaurant chain specializing in California style pizza: •President (2014-2018) Leadership, Strategy, Finance, Investments, Operations, Global, Food & Beverage, Marketing, Consumer Insights –On the Border Mexican Grill & Cantina, a casual dining restaurant chain specializing in Tex-Mex style food: •Chief Financial Officer (2010-2014) Leadership, Strategy, Finance, Investments, Global, Food & Beverage, Marketing, Consumer Insights –CEC Entertainment, Inc., the owner and operator of the Chuck E. Cheese family entertainment and dining brand: •Chief Financial Officer (2004-2010) Leadership, Strategy, Finance, Investments, Operations, Global –NPC International, one of the largest franchisees of Pizza Hut and Wendy's: •Various positions including Senior Director of Finance (1999-2004) Leadership, Strategy, Finance, Investments, Operations, Global –Applebee's International, Inc., a casual dining restaurant company: •Various finance positions (1996-1999) Leadership, Strategy, Finance, Hospitality, Franchise | | | PUBLIC COMPANY BOARDS: | | | –Current: Dave & Buster’s Entertainment, Inc. | | | EDUCATION: | | | – B.S., Accounting, Missouri State University | –M.B.A. University of Kansas |

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    | Dave & Buster’s Entertainment, Inc | 9 |

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    | Atish Shah | | | | DIRECTOR SINCE: 2021 | | AGE: 51 | | COMMITTEES: Audit & Nominating and Corporate Governance | | DIRECTOR STATUS: INDEPENDENT | | CURRENT POSITION: | | | | –Executive Vice President, Chief Financial Officer and Treasurer of Xenia Hotels & Resorts, Inc., a NYSE-listed REIT investing in luxury and upper upscale hotels and resorts since April 2016. Leadership, Strategy, Investments, Leisure & Hospitality, Finance and Governance | | | | PRIOR BUSINESS EXPERIENCE: | | | | –Hyatt Hotels Corporation, a global hospitality company managing and franchising luxury and business hotels, resorts and vacation properties: • Multiple leadership positions (2009-2016), including Senior Vice President & Interim CFO (2015-2016) and Senior Vice President, Strategy, FP&A, Investor Relations (2012-2016) Leadership, Strategy, Leisure & Hospitality, Franchising, Finance and Governance –Lowe Enterprises, a private real estate company managing more than $6 billion in assets. • Senior Vice President, Portfolio Management (2008-2009) Leadership, Strategy, Investment, Finance – Hilton Hotels Corporation, a global hospitality company managing and franchising a broad portfolio of hotels and resorts. •Multiple investor relations, finance and e-business positions (1998-2007) Strategy, Investment, Finance, E-Commerce, Leisure & Hospitality –Coopers & Lybrand, LLP (n/k/a PwC), a Big Eight public accounting firm. • Associate, Hospitality Consulting Practice (2008-2009) Investment, Finance | | | | PUBLIC COMPANY BOARDS: | | | | –Current: Dave & Buster’s Entertainment, Inc. | | | | OTHER POSITIONS/MEMBERSHIPS: | | | | – Director, Visit Orlando | | | | EDUCATION: | | | | – B.S. with honors, Cornell University | – M.M. Hospitality, Cornell University | –M.B.A.-The Wharton School, University of Pennsylvania |

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    | Dave & Buster’s Entertainment, Inc | 10 |

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    | Kevin M. Sheehan | | | DIRECTOR SINCE: 2011 | AGE: 70 | | COMMITTEES: Finance | DIRECTOR STATUS: Independent | | CURRENT POSITIONS: | | | –Chair of the Board of Dave & Buster’s Entertainment, Inc. since April 2021 (and also served as Interim CEO from October 2021 to June 2022). Leadership, Strategy, Board Governance, Finance, Operations, Food & Beverage, Amusements/Gaming, Marketing, Consumer Insights, Global –Chair and Principal Owner of Mellon Stud Ventures, a family investment company with wide range of businesses since 2016. Leadership, Strategy, Board Governance, Finance, Global, Investments, Hospitality, Marketing | | | PRIOR BUSINESS EXPERIENCE: | | | –Margaritaville at Sea, a cruise line owned by Mellon Stud Ventures since 2016. •Chair and Principal Owner from 2016 to October 2023 Leadership, Strategy, Board Governance, Hospitality, Finance, Global, Consumer Insights, Marketing –Scientific Games Corporation, a global leader in the gaming and lottery industries •Senior Advisor from June 2018 to September 2018 and Director until October 2018 •President and Chief Executive Officer from August 2016 to June 2018 Leadership, Strategy, Board Governance, Gaming, Finance – Robert B. Willumstad School of Business, Adelphi University, a New York metropolitan area business school •John J. Phelan, Jr. Distinguished Visiting Professor of Business (February 2015-June 2016) •Distinguished Visiting Professor-Accounting, Finance and Economics (2005-2008) Strategy, Finance, Accounting – NCL Corporation, Ltd, a leading global cruise line operator: •Chief Executive Officer (November 2008-January 2015) •President (August 2010-January 2015; August 2008-March 2009) •Chief Financial Officer (2007-2010) Leadership, Strategy, Food & Beverage, Hospitality, Finance, Global, Consumer Insights, Marketing – Cerberus Capital Management LP (2006-2007), a global leader in private equity investments: •Consultant Finance, Private Equity, Strategic –Clayton Dubilier & Rice (2005-2006), one of the oldest private equity investment firms in the world: •Consultant Finance, Private Equity, Strategic – Cendant Corporation, a global business and consumer services provider: •Various executive roles, including, Chair and Chief Executive Officer of the Vehicle Services Division (including global responsibility for Avis Rent A Car, Budget Rent A Car, Budget Truck PHH Fleet Management and Wright Express) (1996-2005) Leadership, Strategy, Finance, Global, Consumer Insights, Marketing | | | PUBLIC COMPANY BOARDS: | | | – Current: Dave & Buster’s Entertainment, Inc. | Gannett Co., Inc. (Lead Director) | | – Past 5 years: Scientific Games Corporation (2016-2018); Navistar International Corporation (2018-2021); Hertz Global Holdings (2018-2021) | | | OTHER POSITIONS/MEMBERSHIPS: | | | –Certified Public Accountant | | | EDUCATION: | | | –B.S. Hunter College | –M.B.A. New York University Graduate School of Business | | ACCOLADES: | | | –Named “Miami Ultimate CEO” by South Florida Business Journal (2011) – Ernst & Young Entrepreneur of the Year (2014 – Florida Region) | |

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    | Dave & Buster’s Entertainment, Inc | 11 |

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    | Jennifer Storms | | | DIRECTOR SINCE: 2016 | AGE: 52 | | COMMITTEES: Compensation and Nominating and Corporate Governance | DIRECTOR STATUS: INDEPENDENT | | CURRENT POSITION: | | | –Chief Marketing Officer, Entertainment and Sports for NBCUniversal, a leading global media and entertainment company developing, producing, and marketing of entertainment, news and information, since September 2020 (previously served as Chief Marketing Officer and Executive Vice President Content Strategy from March 2019-September 2020 and Chief Marketing Officer, NBC Sports Group a division of NBCUniversal from October 2015-March 2019). Leadership, Strategy, Marketing, Consumer Insights, Global, Entertainment | | | PRIOR BUSINESS EXPERIENCE: | | | –PepsiCo, Inc.: •Senior Vice President of Global Sports Marketing (2011-2015) Leadership, Strategy, Marketing, Consumer Insights, Global, Food & Beverage –The Gatorade Company, Inc. (a subsidiary of PepsiCo, Inc.), a manufacturer of sports-themed beverages and food products: •Senior Vice President of Sports Marketing (2009-2011) Leadership, Strategy, Marketing, Consumer Insights, Food & Beverage –Turner Broadcasting System/Turner Sports, a division of the American media conglomerate providing sports programing on television and digital media: •Multiple marketing and leadership positions, including, Senior Vice President, Sports Programming and Marketing (1995-2009) Leadership, Strategy, Marketing, Consumer Insights | | | PUBLIC COMPANY BOARDS: | | | –Current: Dave & Buster’s Entertainment, Inc. | | | OTHER POSITIONS/MEMBERSHIPS: | | | –Member, KPMG Women’s Leadership Summit Advisory Council | | | EDUCATION: | | | –B.A. Northwestern University | | | ACCOLADES: | | | – Named Cynopsis Sports Media’s Marketing Executive (2018) –Named to iSportsConnect’s Influential Women in the business of Sport list (2018) –Member, Forty Under 40 Hall of Fame, SportsBusiness Daily/Global/Journal (2009) | |

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    | The Board of Directors recommends a vote FOR the election of each of the nominated directors. |

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    | Dave & Buster’s Entertainment, Inc | 12 |

  45. To Be Held on June 20, 2024

    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors has selected KPMG LLP (“KPMG”) to be the Company’s independent registered public accounting firm to conduct the audit of our consolidated financial statements and the effectiveness of our internal controls over financial reporting for the fiscal year 2024 and recommends that the shareholders vote for ratification for this appointment. KPMG has been engaged as our independent registered public accounting firm since 2010 and the Audit Committee and the Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm for the 2024 fiscal year is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Audit Committee has requested the Board of Directors to submit the selection of KPMG as the Company’s independent registered public accounting firm for fiscal 2024 to shareholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection but may still decide to retain KPMG. Even if the selection of KPMG is ratified by the shareholders, the Audit Committee has the discretion to select another auditor at any time if it determines that a change would be in the best interests of the Company or its shareholders. We expect representatives of KPMG to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.

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    | Audit and Related Fees |

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    The following table sets forth the fees (dollars shown are in thousands) for professional audit services and fees for other services provided to the Company by KPMG, for fiscal 2023 which ended on February 4, 2024 and fiscal 2022 which ended on January 29, 2023:

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    | | Fiscal 2023 | Fiscal 2022 | | Audit Fee (1) | $1,155 | $1,470 | | Audit-Related Fees (2) | 400 | — | | Tax Fees (3) | 30 | — | | Total | $1,585 | $1,470 |

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    (1)Includes fees for services for the audit of the Company’s annual financial statements, the reviews of the interim financial statements, audit of the Company’s internal control over financial reporting, and assistance with Securities and Exchange Commission filings. Fiscal 2022 also included the audit of purchase price accounting related to the Company's acquisition of Main Event. (2)Includes real time assessment of the ERP system the Company intends to implement in Fiscal 2024. (3)Includes transfer pricing study. The Audit Committee has established a policy whereby the outside auditors are required to annually provide service-specific fee estimates and seek pre-approval of all audit, audit-related, tax and other services prior to the performance of any such services. Individual engagements anticipated to exceed the pre-approved thresholds must be separately approved by the Audit Committee. For both fiscal 2023 and 2022, the Audit Committee pre-approved 100% of all services provided by KPMG and concluded that the provision of such services by KPMG was compatible with such firm’s independence.

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    | The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP. |

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    | Dave & Buster’s Entertainment, Inc | 13 |

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    ADVISORY VOTE ON EXECUTIVE COMPENSATION As required by Section 14A of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") and the related Securities and Exchange Commission (“SEC”) rules, we are asking you to provide an advisory, non- binding vote to approve the compensation awarded to our named executive officers, as we have described in the Executive Compensation section of this Proxy Statement. As described in detail in the Compensation Discussion and Analysis section beginning on page 26, the Compensation Committee oversees the compensation program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect the Company’s circumstances and to promote the main objectives of the program. These objectives include: to align pay to performance; to provide market-competitive pay; and to create sustained shareholder value. We are asking you to indicate your support for our named executive officer compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our compensation program is designed appropriately and works to attract, retain and motivate a highly successful team to manage our Company and to ensure that the interests of our executive officers, including our named executive officers, are aligned with your interest in long-term value creation. Accordingly, we ask you to approve the following resolution at the Annual Meeting: RESOLVED, that the shareholders of Dave & Buster’s Entertainment, Inc. approve the compensation awarded to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion. Although your vote is non-binding, the Board and Compensation Committee will review the voting results and consider your concerns in their continued evaluation of the Company’s compensation program. Because this vote is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer, it will not be binding or overrule any decision by the Board, and it will not restrict or limit the ability of the shareholders to make proposals for inclusion in proxy materials related to executive compensation.

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    | The Board of Directors recommends an advisory vote FOR the approval of our executive compensation. |

  54. To Be Held on June 20, 2024

    | Dave & Buster’s Entertainment, Inc | 14 |

  55. To Be Held on June 20, 2024

    DIRECTORS AND CORPORATE GOVERNANCE

  56. To Be Held on June 20, 2024

    | Composition and Board Independence |

  57. To Be Held on June 20, 2024

    Our Board of Directors currently consists of eight (8) members. Our Board of Directors has affirmatively determined that all of our directors standing for election other than Mr. Morris, 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. Dodds and Shah and Ms. Mandel, 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, Messers. Chambers and Griffith, and Ms. Storms, satisfies the independence requirements for members of a compensation committee under the applicable rules of NASDAQ.

  58. To Be Held on June 20, 2024

    | Corporate Governance |

  59. To Be Held on June 20, 2024

    The Board of Directors met six times in fiscal 2023, 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. All directors attended the June 15, 2023 Annual Meeting of Shareholders. 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. Dodds and Shah and Ms. Mandel, and chaired by Mr. Shah, recommends to the Board of Directors the appointment of the Company’s independent auditors, reviews and approves the scope of the annual audits of the Company’s 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 six meetings during fiscal 2023. The Board of Directors has determined that each member 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. The Compensation Committee, currently comprised of Messrs. Chambers and Griffith and Ms. Storms, and chaired by Mr. Chambers, reviews the Company’s compensation philosophy and strategy, administers incentive compensation and stock option plans, reviews the Chief Executive Officer’s 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 2023. The Compensation Committee has engaged FW Cook as its independent compensation consultant. The Nominating and Corporate Governance Committee, currently comprised of Mss. Mandel and Storms, and Messrs. Griffith and Shah, and chaired by Ms. Storms, 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 election as its Chair, recommends the members and chair for each committee of the Board of Directors, reviews and recommends to the Board matters regarding CEO succession plans, provides oversight concerning the Company’s corporate responsibility and sustainability efforts, periodically reviews and assesses our Corporate Governance Guidelines and Principles and Code of Business Conduct and Ethics and oversees the annual self-evaluation of the performance of the Board of Directors. The Nominating and Corporate Governance Committee held five meetings during fiscal 2023. The Finance Committee, currently comprised of Messrs. Chambers, Dodds, and Sheehan, and chaired by Mr. Dodds, assists the Board of Directors in fulfilling its financial management oversight responsibilities by

  60. To Be Held on June 20, 2024

    | Dave & Buster’s Entertainment, Inc | 15 |

  61. To Be Held on June 20, 2024

    assessing, overseeing and evaluating from time to time, policies and transactions affecting our financial objectives, reviewing our indebtedness, strategic planning, capital structure objectives, investment programs and policies, periodically auditing major capital expenditures, including real estate acquisitions and new store development, and working with our management and the Compensation Committee on annual operating goals. The Finance Committee met eight times during fiscal 2023.

  62. To Be Held on June 20, 2024

    | The Board’s Role in Risk Oversight |

  63. To Be Held on June 20, 2024

    The entire Board of Directors is engaged in risk management oversight. The Board of Directors has not yet established a separate committee to facilitate its risk oversight responsibilities, but the Board of Directors will continue to monitor and assess whether such a committee would be appropriate. The Audit Committee assists the Board of Directors in its oversight of risk management and our process established to identify, measure, monitor, and manage risks, in particular, major financial risks. Company management annually updates the Audit Committee on enterprise risk matters. The Board of Directors receives regular reports from management, as well as from the Audit Committee, regarding relevant risks and the actions taken by management to adequately address those risks. The Audit Committee also has oversight of the Company’s cyber, information security and technology matters and is provided regular comprehensive updates by Company management on the Company’s information security status, including the results of annual SOX and Payment Card Industry Data Security Standard audits; our leveraging of recognized frameworks and standards, including the National Institute of Standards and Technology Cyber Security Framework, Center for Internet Security Critical Security Controls and the Payment Card Industry Data Security Standards; independent third party assessments of our cyber environment; and our annual team member awareness training. During fiscal 2023, the business strategy, results of operations and financial condition of the Company have not been materially affected by risks from cybersecurity threats.

  64. To Be Held on June 20, 2024

    | Succession Planning |

  65. To Be Held on June 20, 2024

    Our Corporate Governance Guidelines and Principles require the Board to plan for CEO succession and oversee management development. During fiscal 2023 the Board reviewed management development and succession readiness with respect to senior management positions with the CEO. The Board also reviewed succession plans with respect to the CEO.

  66. To Be Held on June 20, 2024

    | Board of Directors Leadership Structure |

  67. To Be Held on June 20, 2024

    Our Board of Directors does not have a policy requiring the roles of the Chair of the Board and Chief Executive Officer to be filled by separate persons or a policy requiring the Chair of the Board to be a non-employee director. The Board believes that it is in the best interest of the Company and its shareholders for the Board to make a determination on whether to separate or combine the roles of Chair and CEO based upon the Company’s circumstances at any particular point in time, whether the Chair role shall be held by an independent director, and if not, supported by a Lead Independent Director. Mr. Sheehan currently serves as our independent Chair of the Board. The Board believes that, at this time, this leadership structure serves the ability of the Board of Directors to exercise its oversight role over management by having an independent director who is not an officer or member of management serve in the role of Chair of the Board. This structure also allows Mr. Morris, as CEO, to focus his time and energy on leading and managing the Company’s business and operations. The Board believes that the use of regular executive sessions of the independent directors, the Board’s strong committee system, and all directors being independent except for Mr. Morris allow it to maintain effective oversight of management.

  68. To Be Held on June 20, 2024

    | Director Compensation |

  69. To Be Held on June 20, 2024

    | DIRECTOR COMPENSATION TABLE | | | | | NAME(1) | FEES EARNED ($)(2) | STOCK UNIT AWARDS ($)(3) | TOTAL ($) | | James P. Chambers | $105,000 | $128,061 | $233,061 | | Hamish A. Dodds | $105,000 | $128,061 | $233,061 | | Michael J. Griffith | $90,000 | $128,061 | $218,061 | | Gail Mandel | $95,000 | $128,061 | $223,061 | | Atish Shah | $110,000 | $128,061 | $238,061 | | Kevin M. Sheehan | $210,000 | $128,061 | $338,061 | | Jennifer Storms | $105,000 | $128,061 | $233,061 |

  70. Directors Outstanding Equity Awards at 2023 Fiscal Year End

    Directors Outstanding Equity Awards at 2023 Fiscal Year End

  71. Directors Outstanding Equity Awards at 2023 Fiscal Year End

    | NAME | Number of Securities Underlying Unvested Stock Awards | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | James P. Chambers(1) | 3,739 | — | — | — | n/a | | Hamish A. Dodds(1) | 3,739 | — | — | — | n/a | | Michael J. Griffith | 3,739 | 5,203 | — | $31.71 | 4/9/2025 | | | | 4,545 | | $39.10 | 4/7/2026 | | Gail Mandel(1) | 3,739 | — | — | — | n/a | | Atish Shah(1) | 3,739 | — | — | — | n/a | | Kevin M. Sheehan(2) | 33,837 | 5,203 | — | $31.71 | 4/9/2025 | | | | 4,545 | | $39.10 | 4/7/2026 | | Jennifer Storms | 3,739 | 4,224 | — | $41.60 | 4/14/2026 |

  72. Directors Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Messrs. Chambers, Dodds and Shah and Ms. Mandel do not hold any stock options. (2)Mr. Sheehan holds 30,098 unvested restricted stock units granted to him on April 18, 2022 while serving as Interim CEO for the Company in fiscal 2022. In addition to reimbursement for out-of-pocket expenses incurred in connection with their Board service, our non-employee Board members receive an annual stipend, chair and committee member fees and equity grant for serving as members of our Board of Directors. The following table sets out the stipend, fees and equity grant for non-employee directors for fiscal 2023:

  73. Fiscal 2023 Annual Director Compensation

    Fiscal 2023 Annual Director Compensation

  74. Fiscal 2023 Annual Director Compensation

    | Stipend | Equity Grant Value(1) | Board Chair Fee | Lead Independent Director Fee(2) | Audit Committee Chair Fee | Compensation Committee Chair Fee | Finance Committee Chair Fee | Nominating and Corporate Governance Committee Chair Fee | Non-chair Member of any standing Committee Fee | | $75,000 | $130,000 | $75,000 | $50,000 | $25,000 | $20,000 | $20,000 | $20,000 | $10,000 |

  75. Fiscal 2023 Annual Director Compensation

    (1)Actual # of restricted stock units is determined based on the closing stock price on the day of grant. The equity grant value will increase to $150,000 starting in fiscal 2024. (2)Lead Independent Director Fee is paid to the independent Chair of the Board, and if the Chair is not independent, then it is paid to the independent director designated as Lead Independent Director. All cash fees are paid in quarterly installments, and the equity grant is made in the first quarter of each fiscal year. The Compensation Committee reviews the compensation to non-employee directors on a biennial basis utilizing input from FW Cook. All directors participate in the Dave & Buster’s Entertainment, Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Stock Incentive Plan”).

  76. Fiscal 2023 Annual Director Compensation

    | Director Stock Ownership Guidelines |

  77. Fiscal 2023 Annual Director Compensation

    The Company has a stock ownership requirement for non-employee directors to align the interests of its non- employee directors with the interests of the shareholders and to further promote the Company’s commitment to sound corporate governance. Under this requirement, a non-employee director must own shares of the Company’s stock with a fair market value equal to five (5) times the director’s annual cash retainer. Each non-employee director has five (5) years from the date of initial appointment or election to the Board to meet this requirement. If at time of measurement, a director is not in compliance with this guideline, the director is prohibited from selling 50% of any new equity award issued to them (net of taxes) until such time as they come into compliance.

  78. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 18 |

  79. Fiscal 2023 Annual Director Compensation

    Mr. Morris, as an employee director, is governed by the stock ownership guidelines for executive officers. These guidelines are detailed under Stock Ownership Guidelines elsewhere in the Executive Compensation section of this Proxy Statement.

  80. Fiscal 2023 Annual Director Compensation

    | Policy Regarding Shareholder Recommendations for Director Candidates |

  81. Fiscal 2023 Annual Director Compensation

    The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in the same manner it considers other candidates, as described below. Shareholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing describing the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. Please submit this information to the Corporate Secretary, Dave & Buster’s Entertainment, Inc., 1221 S. Belt Line Road, #500, Coppell, Texas 75019 or by email at corporatesecretary@daveandbusters.com. Shareholders may also propose director nominees by adhering to the advance notice procedure described under Shareholder Proposals elsewhere in this Proxy Statement.

  82. Fiscal 2023 Annual Director Compensation

    | Director Qualifications |

  83. Fiscal 2023 Annual Director Compensation

    The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation: •demonstrated business acumen and leadership, and high levels of accomplishment; •ability to exercise sound business judgment and to provide insight and practical wisdom based on experience; •commitment to understand the Company and its business, industry and strategic objectives; •integrity and adherence to high personal ethics and values, consistent with our Code of Business Conduct and Ethics; •ability to read and understand financial statements and other financial information pertaining to the Company; •commitment to enhancing shareholder value; and •willingness to act in the long-term interest of all shareholders. In the context of the Board’s existing composition, other requirements (such as prior CEO experience, restaurant, hospitality, gaming, sports-related marketing and branding, or retail industry experience, or relevant senior level experience in finance, accounting, sales and marketing, organizational development, information technology, or public relations) that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered. The Company values diversity and seeks to achieve diversity of occupational, demographic and personal backgrounds on the Board and the Nominating and Corporate Governance Committee assesses the effectiveness of its diversity efforts in connection with its periodic evaluation of the Board’s composition.

  84. Fiscal 2023 Annual Director Compensation

    | Current Nominations |

  85. Fiscal 2023 Annual Director Compensation

    The Nominating and Corporate Governance Committee conducted an evaluation and assessment of all of the current directors for purposes of determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Nominating and Corporate Governance Committee recommended that Messrs. Chambers, Dodds, Griffith, Morris, Shah, and Sheehan and Mss. Mandel and Storms be nominated for election to the Board of Directors. The Board accepted the recommendations and nominated such persons. The Nominating and Corporate Governance Committee did not receive any recommendations from shareholders proposing candidates for election to the Board at the Annual Meeting.

  86. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 19 |

  87. Fiscal 2023 Annual Director Compensation

    | Code of Business Conduct and Ethics and Whistle Blower Policy |

  88. Fiscal 2023 Annual Director Compensation

    The Code of Business Conduct and Ethics applies to our directors, officers and other employees and is available on our website at http://ir.daveandbusters.com/corporate-governance. We intend to post any material amendments or waivers of our Code of Business Conduct and Ethics that apply to our executive officers on this website. In fiscal 2023, we did not post any material amendments to or waivers of the Code of Business Conduct and Ethics on our website. In addition, our Whistle Blower Policy is available on our website at http://ir.daveandbusters.com/corporate-governance.

  89. Fiscal 2023 Annual Director Compensation

    | Compensation Committee Interlocks and Insider Participation |

  90. Fiscal 2023 Annual Director Compensation

    During fiscal 2023, the members of our Compensation Committee were Mr. Chambers, Mr. Griffith, and Ms. Storms. None of our executive officers serve on the compensation committee or board of directors of any other company of which any of the members of our Compensation Committee or any of our directors is an executive officer.

  91. Fiscal 2023 Annual Director Compensation

    | Communications with the Board of Directors |

  92. Fiscal 2023 Annual Director Compensation

    If shareholders wish to communicate with the Board of Directors or with an individual director, they may direct such communications in care of the General Counsel, 1221 S. Belt Line Road, #500, Coppell, Texas 75019. The communication must be clearly addressed to the Board of Directors or to a specific director. The Board of Directors has instructed the General Counsel to review and forward any such correspondence to the appropriate person or persons for response.

  93. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 20 |

  94. Fiscal 2023 Annual Director Compensation

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the ownership of our common stock by (a) all persons known by us to beneficially own more than 5% of our common stock, (b) each present director, (c) the named executive officers, and (d) all executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the SEC, and unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 40,309,156 shares of our common stock outstanding as of April 3, 2024, unless otherwise indicated in the footnotes below. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 3, 2024 to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. Unless otherwise noted, the address of each beneficial owner is c/o Dave & Buster’s Entertainment, Inc., 1221 S. Belt Line Road, #500, Coppell, Texas 75019.

  95. Fiscal 2023 Annual Director Compensation

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned as of April 3, 2024 | Percent | | 5% Shareholders | | | | Hill Path Capital LP(1) 150 East 58th Street, 32nd Floor New York, NY 10155 | 7,119,255 | 17.50% | | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 5,332,323 | 13.11% | | The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355 | 4,412,548 | 10.85% | | Eminence Capital, LP(4) 399 Park Avenue, 25th Floor New York, NY 10022 | 3,191,559 | 7.85% | | Directors | | | | James P. Chambers | 9,493 | * | | Hamish A. Dodds | 26,733 | * | | Michael J. Griffith(5) | 61,242 | * | | Gail Mandel | 6,052 | * | | Chris Morris(6) | 101,089 | * | | Atish Shah | 8,920 | * | | Kevin M. Sheehan(7) | 137,026 | * | | Jennifer Storms(8) | 32,339 | * | | Named Executive Officers(9) | | * | | John B. Mulleady(10) | 120,188 | * | | Michael Quartieri(11) | 53,137 | * | | Megan Tobin(12) | 13,219 | * | | Tony Wehner(13) | 37,639 | * | | All Executive Officers and Directors as a Group (15 Persons)(14) | 711,972 | 1.75% |

  96. Fiscal 2023 Annual Director Compensation

    *Less than 1%.

  97. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 21 |

  98. Fiscal 2023 Annual Director Compensation

    (1)Based on information contained in Schedule 13D/A dated December 5, 2023, filed on December 7, 2023 The Schedule 13D/A reported that Hill Path Capital Partners LP (“HPCP”), Hill Path Capital Partners II LP (“HCCP-II”), Hill Path Capital Co-Investment Partners LP (“HPCCP”), Hill Path D Fund LP, Hill Path G Fund LP, Hill Path J Fund LP, Hill Path Capital Partners GP LLC, Hill Path Capital Partners II GP LLC, Hill Path Investment Holdings LLC, Hill Path Investment Holdings II LLC, Hill Path Capital LP, Hill Path Holdings LLC, HP D GP LLC, HP G GP LLC, HP J GP LLC, and Scott I. Ross are collectively the “HP Reporting Persons” thereunder. The HP Reporting Persons owned and had sole voting and dispositive power over 7,119,255 shares of common stock, including 2,095,246 shares of common stock held directly by HPCP, 2,869,527 shares of common stock held directly by HPCP-II, and 53,231 shares of common stock held by HPCCP, and no shared voting or dispositive power over shares of common stock. (2)Based on information contained in Schedule 13G/A dated December 31, 2023, filed on January 23, 2024. The Schedule 13G/A reported that BlackRock, Inc. owned and had sole dispositive power over 5,332,323 shares of common stock and had sole voting power over 5,288,113 shares of common stock. (3)Based on information contained in Schedule 13G/A dated December 29, 2023, filed on February 13, 2024. The Schedule 13G/ A reported that The Vanguard Group owned and had sole dispositive power over 4,311,693 shares of common stock, sole voting power over no shares of common stock, shared voting power over 66,246 shares of common stock and shared dispositive power over 100,855 shares of common stock. (4)Based on information contained in Schedule 13G dated December 31, 2023, filed on February 14, 2024. The Schedule 13G reported that Eminence Capital, LP, owned and had shared dispositive power over 3,191,559 and shared voting power over 3,191,559 shares of common stock. (5)Shares reflected in the table include 33,546 shares owned by Mr. Griffith and 17,948 shares owned by The 2014 Griffith Family Trust dated October 20, 2014 (the “Family Trust”). Currently, Mr. Griffith has sole voting and investment power over all of the shares owned by the Family Trust. Shares reflected in the table also include 9,748 shares issuable pursuant to outstanding stock options held by Mr. Griffith, all of which are fully vested. (6)Shares reflected in the table include 37,671 shares issuable pursuant to outstanding stock options held by Mr. Morris that are exercisable within 60 days of April 3, 2024. (7)Shares reflected in the table include 127,278 shares owned by Mr. Sheehan but do not include 100,000 shares owned by a family limited liability company (the "Family LLC"). Currently, Mr. Sheehan has no sole or shared voting and investment power in any of the shares in the Family LLC as an irrevocable trust is the managing member of the Family LLC. Shares reflected in the table also include 9,748 shares issuable pursuant to outstanding stock options held by Mr. Sheehan, all of which are fully vested. (8)Shares reflected in the table include 4,224 shares issuable pursuant to outstanding stock options held by Ms. Storms, all of which are fully vested. (9)In addition to Mr. Morris who also serves as a director. (10)Shares reflected in the table include 63,056 shares issuable pursuant to outstanding stock options held by Mr. Mulleady that are exercisable within 60 days of April 3, 2024. (11)Shares reflected in the table include 9,165 shares issuable pursuant to outstanding stock options held by Mr. Quartieri that are exercisable within 60 days of April 3, 2024. (12)Ms. Tobin does not have any shares issuable pursuant to outstanding stock options held by her that are exercisable within 60 days of April 3, 2024. (13)Shares reflected in the table include 6,396 shares issuable pursuant to outstanding stock options held by Mr. Wehner that are exercisable within 60 days of April 3, 2024. (14)Shares reflected in the table include a total of 160,119 shares issuable pursuant to outstanding stock options held by our Executive Officers and Directors as a group that are exercisable within 60 days of April 3, 2024.

  99. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 22 |

  100. Fiscal 2023 Annual Director Compensation

    EXECUTIVE OFFICERS We are furnishing below certain biographical information about our executive officers.

  101. Fiscal 2023 Annual Director Compensation

    | Antonio Bautista | Steve Klohn | | Dave & Buster’s Since: 2022 | Dave & Buster’s Since: 2022 | | Age: 59 | Age: 50 | | Food & Beverage Experience: 31 yrs | Food & Beverage Experience: 8 yrs | | Retail and Late-night entertainment: 26 yrs | Entertainment Experience: 6 yrs | | Entertainment (arcade based) Experience: 2 yrs | | | Current Position: | Current Position: | | –Chief International Development Officer since July 2022 | –Chief Information Officer since July 2022 | | Prior Business Experience: | Prior Business Experience: | | –Dave & Buster's Entertainment, Inc.: •SVP and Head of International Development (Jan 2022-July 2022) –ALBP Global Hospitality Solutions, a consulting company supporting global hospitality companies: •CEO (Sept 2020-Dec 2021) –Fogo De Chao, Inc., an international chain of rodizio-style Brazilian steakhouse restaurants: •COO (July 2019-July 2020) –Hard Rock International: •Various positions including SVP of cafe and retail operations and SVP of franchise development and operations (Dec 2010-June 2019) –Gourmet Gulf LLC, a UAE-based food and beverage company: •President and COO (2007-2010) –Hard Rock International: •Various positions including Director of Franchise Development and Operations and General Manager (1994-2007) | –Main Event Entertainment, Inc., an American chain of family entertainment centers: •Chief Information Officer (Sept 2016-July 2022) –Intelemedia Communications, Inc., a telecommunications service provider: •CIO Consultant (2012-2016) –Brinker International, Inc., an American multinational casual dining company owning Chili's Grill & Bar and Maggiano's Little Italy: •Various positions including Chief Technology Officer (2014-2016) –RealPage, Inc., an American multinational software company focused on property management solutions: •SVP (2011-2014) –J.C. Penney Company, Inc., an American department store chain: •Various technology related positions (2000-2011) | | | Education: –BAAS, Public Affairs and Community Service, University of North Texas |

  102. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 23 |

  103. Fiscal 2023 Annual Director Compensation

    | Les Lehner | John Mulleady | | Dave & Buster’s Since: 2022 | Dave & Buster’s Since: 2012 | | Age: 52 | Age: 63 | | Food & Beverage Experience: 24 yrs | Food & Beverage Experience: 11 yrs | | Entertainment Experience: 19 yrs | Entertainment Experience: 11 yrs | | Current Position: | Current Position: | | –Chief Procurement Officer and Head of Main Event Development since July 2022 | –Chief Development Officer since July 2022. | | Prior Business Experience: | Prior Business Experience: | | –Main Event Entertainment, Inc.: • EVP, Chief Development and Procurement Officer (Apr 2018-July 2022) –Red Robin Gourmet Burgers, Inc.., an American casual dining chain: • SVP, Chief Development and Procurement Officer (2015-2018) –CEC Entertainment, Inc.: •Various positions, including SVP, Development and Procurement (2000-2015) | –Dave & Buster's Entertainment, Inc.: •Senior Vice President of Real Estate and Development (Apr 2012-July 2022) –BJ’s Wholesale Club, a leading operator of warehouse clubs in the eastern United States: •SVP, Director of Real Estate (2008-2012) –Circuit City Stores, Inc., a consumer electronics retailer: •VP of Real Estate (2006-2008) –The Home Depot, Inc., the world's largest home improvement retailer: •Director of Construction (1999-2006) | | Education: –BAA Finance, Angelo State University –MBA Finance, University of North Texas | Education: –B.S. Civil Engineering and B.S. Management Engineering, University of the Pacific –M.S. Construction Management, University of California, Berkeley | | Michael Quartieri | Megan Tobin | | Dave & Buster’s Since: 2022 | Dave & Buster's Since: 2023 | | Age: 55 | Age: 38 | | Food & Beverage Experience: 11 yrs | Food & Beverage Experience: 9 yrs | | Entertainment Experience: 17 yrs | Entertainment Experience: 9 yrs | | Current Position: | Current Position: | | –Senior Vice President and Chief Financial Officer since Jan 2022 | –Chief Marketing Officer since Dec 2023 | | Prior Business Experience: | Prior Business Experience: | | –LiveOne, Inc., a global platform company for livestream and on-demand content : •Chief Financial Officer, Executive Vice President and Secretary (November 2020 - December 2021) –Scientific Games Corporation: •Executive Vice President, Chief Financial Officer, Treasurer and Secretary (November 2015 - June 2020) –Las Vegas Sands Corp., an American casino and resort company: •Various positions including Senior Vice President, Chief Accounting Officer and Global Controller (2006-2015) –Deloitte & Touche (n/k/a Deloitte), an international professional services firm and one of the Big 4 accounting firms: •Various positions (1993-2006) | –LTK, a global technology company empowering lifestyle Creators to be a brands' power partner: •Head of Marketing (Mar 2021-Dec 2023) –MGM Resorts International, an American global hospitality and entertainment company operating destination casinos and resorts: •Corporate Vice President of Media, Brand Marketing (Jul 2015-Mar 2021) –R&R Partners, an American advertising, marketing, public relations and public affairs firm: •Head of Media & Digital Marketing (2013-2015) –MGM Resorts International: •Director of Digital Marketing & Media (2007-2013) | | Education: –B.S. Accounting, University of Southern California –M.Acc, University of Southern California | Education: –B.A. English, University of Nevada-Las Vegas |

  104. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 24 |

  105. Fiscal 2023 Annual Director Compensation

    | Tony Wehner | | Dave & Buster’s Since: 2022 | | Age: 57 | | Food & Beverage Experience: 27 yrs | | Entertainment Experience: 3 yrs | | Current Position: | | –Chief Operating Officer since July 2022 | | Prior Business Experience: | | –Main Event Entertainment, Inc.: •Chief Operating Officer (Jan 2021-July 2022) –BigShots Golf, a golf-oriented entertainment brand: •Chief Executive Officer (Jan 2020-Jan 2021) –Bar Louie, an American gastropub chain: •Chief Operations Officer (2017-Jan 2020) –Logan's Roadhouse, an American steakhouse restaurant chain: •SVP Operations (2016-2017) –On The Border Mexican Grill & Cantina: •Various operations positions including SVP of Operations (2010-2015) –Brinker International, Inc.: •Various operations positions for Chili's Grill & Bar and On The Border Mexican Grill & Cantina brand (1997-2010) |

  106. Fiscal 2023 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc | 25 |

  107. Fiscal 2023 Annual Director Compensation

    EXECUTIVE COMPENSATION

  108. Fiscal 2023 Annual Director Compensation

    | Compensation Discussion and Analysis | Executive Compensation Quick Navigation | | | The Compensation Committee of our Board of Directors is responsible for establishing our compensation philosophy and ensuring that each element of our compensation program is intended to encourage high levels of performance and positions the Company for growth. The Compensation Committee strives to ensure our compensation program is fair, competitive and closely aligns the interests of our executive officers with both the Company’s short- and long-term business objectives and the interests of our shareholders. Through a strategic combination of base pay, cash-based short-term incentive plans, and an equity-based long-term incentive plan, our Compensation Committee aims to reward executive officers for meeting certain strategic objectives and increasing shareholder value. | •Compensation Discussion and Analysis | P. 26 | | | •Compensation Practices | P. 28 | | | • Elements of Compensation | P. 30 | | | •Stock Ownership Guidelines | P. 33 | | | •2023 Summary Compensation Table | P. 35 | | | •Pay v Performance Disclosure | P. 40 | | | •Employment Agreements | P. 43 | | | •Potential Payments Upon Termination or Change-in-Control | P. 43 |

  109. Fiscal 2023 Annual Director Compensation

    This section describes our compensation program for our named executive officers (“NEOs”) for fiscal 2023. The discussion focuses on our compensation programs and compensation-related decisions for fiscal 2023 and addresses why we believe our compensation program supports our business strategy and operational plans. For fiscal 2023, our NEOs were:

  110. Compensation Philosophy and Overall Objectives of Executive Compensation Programs

    values, compensation above target levels is achieved through above-target performance against our annual and long-term incentive goals. Sustained Shareholder Value Creation—All of our compensation plans are designed to increase the value we deliver to our shareholders through the selection of proper business performance metrics, the leverage built into the plans for performance achievement and the proper governance of the plans throughout the year by our Compensation Committee. We believe that profitable growth of our enterprise is primary while simultaneously reinforcing an ethical and performance-based culture. Our Compensation Committee approves all goals and awards in advance and monitors progress on their achievement throughout the year. In the long-term incentive program implemented pursuant to the 2014 Stock Incentive Plan, we use a series of vehicles that are intended to reinforce this commitment to sustained shareholder value creation. Currently, these vehicles are stock options, time-based restricted stock units and performance-based stock units. The Compensation Committee determines annually the appropriate use and weighting of each vehicle. Through this combination of vehicles and the design of our programs, we strive to achieve continuous improvement, growth and profitability are achieved while effectively managing any undue risk elements. Our compensation philosophy guides us in our annual review of compensation and the assessment of the right pay for performance relationship. It also ensures that when strong performance is achieved, that performance is appropriately rewarded. Our Compensation Committee annually reviews this philosophy and our compensation plans to ensure they are continuing to meet their stated goals and objectives. If they are not, changes are made to reestablish the right alignment. In sum, this philosophy is intended to ensure that shareholders see a return for their investment in our Company and that we are getting the right return on our leadership compensation investment.

  111. Compensation Practices

    | What We Do | | ✓Set stock ownership guidelines for executives and directors ✓Review tally sheets for executives ✓Disclose performance goals for incentive payments ✓Set maximum payout caps on our annual and long- term incentives ✓Limit perquisites and other benefits, and do not include income tax gross-ups (except for relocation expenses) ✓Subject all variable pay to a compensation recovery clawback policy ✓Have double-trigger change of control agreements ✓Independent Compensation Committee advised by an independent compensation consultant ✓Enforce strict insider trader policies and black-out periods for executives and directors |

  112. Compensation Practices

    | What We Do Not Do | | xNo hedging or pledging of our stock by executives or directors xNo dividends or dividend equivalents paid on unearned awards xNo excise tax gross-ups to any executive xNo repricing or cash buyout of underwater stock options xNo market timing in granting of equity awards xNo excessive perquisites x No incentives that encourage risk-taking |

  113. Procedures for Determining Compensation

    •the scope of the executive officer’s responsibilities; •the future value the executive officer is expected to bring to the Company; and •the results of benchmarking studies, which illustrate value of the executive officer’s total compensation package relative to others in the industries with which we compete for talent. Annually, the Compensation Committee engages a compensation consulting firm to conduct a benchmarking study of executive compensation programs and non-employee board members, provide analysis and advice regarding plan design for short- and long-term incentive plans, and provide analysis and advice concerning trends and regulatory developments in executive compensation. In fiscal 2023, the Company’s independent compensation consultant, FW Cook, evaluated our market competitiveness against (a) a custom peer group and (b) a robust industry-specific survey of restaurant and hospitality companies. The peer group against which we compared ourselves includes (i) casual dining restaurants that offer an “experience”; (ii) casual dining concepts with which we compete for leadership talent; (iii) companies that focus on entertainment, including casino & gaming companies; (iv) hotels, resorts & cruise lines; and (v) leisure facilities. At the time of comparison, all members in aggregate had a restaurant/entertainment mix similar to our income mix:

  114. Pay for Performance Alignment

    Pay for Performance Alignment Typically, we work to leverage our executive compensation structure to drive outstanding Company performance and provide appropriate rewards for sustained, strong individual performance. A significant portion of each executive officer’s pay is at-risk and awarded in the form of cash- and stock-based short- and long-term incentive grants. These incentive grants, which are discussed below, link each executive officer’s annual income to the achievement of short- and long- term financial and strategic goals. As such, executive officers, including the NEOs, face a risk of forfeiture or a reduced payout if the Company fails to meet its financial and strategic objectives. Under each incentive plan, target compensation is only earned if the designated financial and strategic objectives are met. Each incentive plan offers above-target payouts for outstanding performance; alternatively, no incentive will be earned if a threshold level of performance is not achieved. Further, the Compensation Committee aims to link any adjustments to an executive officer’s base salary to his or her individual performance. In evaluating whether the compensation programs appropriately link each executive officer’s compensation to Company performance, the Compensation Committee reviews and evaluates the achievements of the Company in the fiscal year. During fiscal 2023, the Company experienced same store sales declines while recording increased total revenues, net income, net income per share and Adjusted EBITDA on a year-over-year basis. Key accomplishments are more specifically detailed in our Annual Report on Form 10-K. Our fiscal 2023 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. In doing so, we continued our focus on compensation for our CEO and NEOs tied to variable, long-term compensation and strengthening the alignment between compensation and our shareholder's long-term interests. Long-term incentives constituted the largest portion of the target total direct compensation opportunity for our CEO and other NEOs. The graphs below show the target pay mix for our CEO and the average of the other NEOs based on annual base salary, annual short-term incentives at target and the economic value (at the time of grant) of restricted stock units and performance-based restricted stock units granted during the year.

  115. Elements of Compensation

    Annual Incentive Awards The Executive Incentive Plan created under the 2014 Stock Incentive Plan (the “Executive Incentive Plan”) is designed to recognize and reward our employees for contributing towards the achievement of our annual business plan. The Compensation Committee believes the Executive Incentive Plan provides a valuable short-term incentive program that delivers a cash bonus opportunity for key employees, including the NEOs, upon achievement of targeted operating results, as determined by the Compensation Committee and the Board of Directors. The Executive Incentive Plan also supports our efforts to integrate our compensation philosophies with our annual business objectives and focus our executive officers on the fulfillment of those objectives.

  116. Elements of Compensation

    In considering and approving the annual plan design, the Compensation Committee reviews target bonus percentages for each executive officer, including the NEOs, and considers the value of the incentive award relative to the individual’s total compensation package, the value of the incentive award and total compensation package relative to benchmark data, and the degree to which the individual can influence the Company’s achievement of its short-term financial and strategic objectives. The Compensation Committee also reviews annually the financial and strategic objectives that will comprise the components of the Executive Incentive Plan, the target for each component, and the payout percentages at threshold, target, and maximum performance for each component. The Compensation Committee considers input from its compensation consultant, the results of benchmarking data, and analysis from our Chief Executive Officer to determine the appropriateness of the target bonus percentages for each executive officer (including the NEOs), the components of the Executive Incentive Plan, the targets for each component, and the payout percentages at each level of performance. Under each executive officer’s employment agreement and the Executive Incentive Plan, a target bonus opportunity is expressed as a percentage of annualized base salary as of the end of the performance period, and prorated according to the percentage of the performance period the executive officer is employed by the Company. Target levels are established based upon a review of market practices and align to the Company’s compensation philosophy. Bonuses above or below the target level may be paid subject to a prescribed maximum or minimum. Bonus attainment is calculated separately for each component of the Executive Incentive Plan. In the event a minimum threshold level of performance is not achieved, no bonuses will be payable under the Executive Incentive Plan. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis. The threshold, target, and maximum percentages for each of the NEOs for fiscal 2023 under the Executive Incentive Plan are outlined in the table below (based on participation for the full year plan).

  117. Elements of Compensation

    Under the Executive Incentive Plan for fiscal 2023, (i) 60% of each Executive Officer’s bonus opportunity was based on the Company’s performance relative to targeted Incentive Adjusted EBITDA (calculated as net income, plus (a) interest expense (net), (b) loss on debt retirement, (c) provision for income taxes, (d) depreciation and amortization expense, and (e) pre-opening expenses); (ii) 15% of each executive officer's bonus opportunity was based on the Company’s performance relative to targeted Total Revenue; and (iii) 25% of each executive officer's bonus opportunity was based on the Company's performance relative to targeted Same Store Sales Growth.

  118. Elements of Compensation

    | Fiscal 2023 Performance Targets | | | | | | | | | Performance | | | Bonus as % of Target | | | | Component | Threshold | Target | Maximum | Threshold | Target | Maximum | | Incentive Adjusted EBITDA(1) | $575.0 | $625.0 | $687.5 | 50% | 100% | 200% | | Total Revenue(1) | $2,270.0 | $2,340.0 | $2,460.0 | 50% | 100% | 200% | | Comparable Store Sales Growth | 0.0% | 3.8% | 7.6% | 50% | 100% | 200% |

  119. Elements of Compensation

    | Fiscal 2023 Full-Year Results | Target | Actual | % of Target | Payout % | | Incentive Adjusted EBITDA(1)(2) | $625.0 | $562.8 | 90.0% | 0.0% | | Total Revenue(1)(2) | $2,340.0 | $2,165.8 | 92.6% | 0.0% | | Comparable Store Sales Growth(2) | 3.8% | (6.2)% | 0.0% | 0.0% |

  120. Elements of Compensation

    | Name | Target Bonus | Bonus Paid | % of Target | | Chris Morris | $750,000 | $0 | 0.0% | | Michael Quartieri | $424,000 | $0 | 0.0% | | John B. Mulleady | $271,650 | $0 | 0.0% | | Megan Tobin(1) | $29,589 | $0 | 0.0% | | Tony Wehner | $320,000 | $0 | 0.0% |

  121. Elements of Compensation

    (1) Ms. Tobin's target bonus is prorated for the portion of Fiscal 2023 she has been with the Company. Her full year target bonus would be $225,000. Long-term Incentive Awards The Compensation Committee believes that it is essential to align the interests of the executive officers, including the NEOs, and other key management personnel responsible for our growth with the interests of our shareholders. The Compensation Committee has also identified the need to retain tenured, high performing executives. The Compensation Committee believes that these objectives are accomplished through the provision of cash- and stock-based incentives that align the interests of management personnel with the long-term objectives of enhancing our value, as set forth in the 2014 Stock Incentive Plan. Annually, the Compensation Committee determines whether to grant long-term cash- and/or stock-based incentives to executive officers, including the NEOs, and other key management personnel. In determining whether to award grants, the Compensation Committee considers Company performance, individual performance, the significance of the individual's contributions to the ongoing success of the Company, the valuation of the grants relative to the individual’s total compensation, value creation, and the recommendations of our Chief Executive Officer. In addition, the Compensation Committee considers the benchmarking data and additional analysis provided by the compensation consultant in determining appropriate grant levels for our executive officers, including the NEOs. Historically, annual equity awards are granted in April. For fiscal 2023, the Compensation Committee approved the 2023 long-term incentive program pursuant to the 2014 Stock Incentive Plan with a mix of time-based restricted stock units (“RSUs”), performance share units (“PSUs”) with a three-year performance measurement period, and service-based non-qualified stock options (“stock options”). The RSUs, which comprised 25% of each NEO’s award, vest in equal installments over a three-year period. The stock options, which comprised 25% of each NEOs award, vest annually in equal installments over a three-year period and are exercisable up to a maximum of 10 years from the award grant date. The exercise price of the stock options awards were established as the closing price of the Company’s stock on the award grant date. The PSUs, which comprise 50% of each NEO’s award, vest after three years, subject to achieving targeted Incentive Adjusted EBITDA growth for the three year performance period. The actual number of PSUs earned will be determined at the end of the three-year performance period. The Compensation Committee believes that the mix of 25% RSUs, 25% Stock Options, and 50% PSUs and the three-year performance period appropriately balances retention, mid-term performance and long-term shareholder return objectives while motivating and rewarding executive officers and other key employees who deliver mid- and long-term financial success. If performance falls between threshold and target or target and maximum, the payout will be determined on an interpolated basis.

  122. Elements of Compensation

    | | 2023 PSU Grant | | | | Cumulative Three-Year Incentive AEBITDA Growth | | | | Performance | Payout as a Percentage of Target | | Below Threshold | Less than $1,758.4 | 0% | | Threshold | $1,758.4 | 50% | | Target | $2,068.8 | 100% | | Maximum | $2,482.5 | 200% |

  123. Elements of Compensation

    (1) Dollar amounts are represented in millions Other Benefits Retirement Benefits. Our employees, including our NEOs, are eligible to participate in the Company's 401(k)-retirement plan on the same basis as other employees. However, tax regulations impose a limit on the amount of compensation that may be deferred for purposes of retirement savings. As a result, we established the Select Executive Retirement Plan (the “SERP”). See 2023 Nonqualified Deferred Compensation for a discussion of the SERP. Other Benefits. The Company eliminated cash perquisite allowances to its NEOs in fiscal 2022. We do offer our NEOs an annual executive physical. We believe the elimination of cash perquisite allowances, which comprised less than 5% of each NEO’s total compensation, is reasonable and does not detract from our ability to attract and retain executive talent. See the 2023 Summary Compensation Table below. Severance Benefits. We have entered into employment agreements with each of our NEOs. These agreements provide our NEOs with certain severance benefits in the event of involuntary termination or adverse job changes and are key to attracting and retaining key executives. See Employment Agreements below.

  124. CEO Pay Ratio

    CEO Pay Ratio The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation in fiscal 2023 to that of all other Company employees for the same period. Our calculations included employees who were active as of November 6, 2023. As Canadian employees account for less than 4% of our total employee population, we excluded Canadian employees from the median calculation. Our total employee population was 23,405 and our total employee population without our Canadian employees was 23,187. The median employee was identified using all earnings for fiscal 2023, as reported in our payroll system. Compensation was annualized for all employees including Mr. Morris, other than seasonal or temporary employees, based on the number of days employed during fiscal 2023. Mr. Morris had fiscal annual total compensation of $2,264,423 as reflected in the 2023 Summary Compensation Table in this Proxy Statement. Our median employee’s annual total compensation was the same, and Mr. Morris’s annual total compensation was approximately 97.7 times that of our median employee.

  125. Risk Assessment Disclosure

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Chris Morris (CEO) | 2023 | 764,423 | — | 1,124,973 | 374,982 | — | 33,895 | 2,298,273 | | | 2022 | 433,885 | — | 8,198,426 | 3,191,876 | 951,522 | 7,846 | 12,783,555 | | Michael Quartieri (CFO) | 2023 | 540,192 | — | 238,488 | 79,482 | — | 6,833 | 864,995 | | | 2022 | 522,500 | 100,000 | 2,618,182 | 725,319 | 890,945 | 6,862 | 4,863,808 | | | 2021 | 42,308 | — | 299,994 | — | — | 1,923 | 344,225 | | John B. Mulleady (Chief Development Officer) | 2023 | 461,457 | — | 203,694 | 67,901 | — | 5,834 | 738,885 | | | 2022 | 442,330 | — | 2,087,293 | 596,909 | 570,814 | 9,332 | 3,706,678 | | | 2021 | 417,500 | — | 709,056 | — | 361,408 | 25,983 | 1,513,947 | | Megan Tobin (6) (Chief Marketing Officer) | 2023 | 52,163 | — | 1,553,201 | 361,614 | — | — | 1,966,978 | | Tony Wehner (Chief Operating Officer) | 2023 | 453,077 | — | 202,442 | 67,478 | — | 11,922 | 734,919 | | | 2022 | 228,325 | — | 1,820,846 | 518,235 | 405,983 | 862 | 2,974,251 |

  126. Risk Assessment Disclosure

    | Grants of Plan-Based Awards in Fiscal 2023 |

  127. Risk Assessment Disclosure

    | Outstanding Equity Awards at Fiscal Year-End 2023 |

  128. Risk Assessment Disclosure

    | Fiscal 2023 Option Exercises and Stock Vested |

  129. Risk Assessment Disclosure

    | | OPTION AWARDS | | STOCK VESTED | | | NAME | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting | | Chris Morris | — | $— | 5,107 | $209,445 | | Michael Quartieri | — | $— | 7,822 | $310,665 | | John B. Mulleady | 30,000 | $611,432 | 35,525 | $1,242,660 | | Megan Tobin | — | $— | — | $— | | Tony Wehner | — | $— | 3,476 | $120,422 |

  130. Risk Assessment Disclosure

    | 2023 Nonqualified Deferred Compensation |

  131. Risk Assessment Disclosure

    | Pay vs. Performance Disclosure |

  132. Pay vs. Performance Financial Measures

    Pay vs. Performance Financial Measures A significant portion of our named executive officers’ compensation consists of equity awards. We believe the financial performance measures shown below, all of which are performance objectives used in our executive compensation program, were the most important in linking compensation actually paid to our NEOs over the periods presented. •TSR/Company Share Price •Adjusted EBITDA •Enterprise ROIC

  133. Pay vs. Performance Financial Measures

    | Dave & Buster’s Entertainment, Inc | 41 |

  134. Compensation Actually Paid Versus Company TSR and Peer Group TSR

    Compensation Actually Paid Versus Company TSR and Peer Group TSR The following graph reflects the relationship between PEO and average Non-PEO NEO compensation actually paid versus the Company's cumulative TSR and the Company's Peer Group TSR, assuming an initial investment of $100, for fiscal years 2020, 2021, 2022 and 2023:

  135. Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA

    Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA The following graph reflects the relationship between PEO and average Non-PEO NEO compensation actually paid versus the Company's net income (loss) and Adjusted EBITDA for fiscal years 2020, 2021, 2022 and 2023:

  136. Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA

    | Dave & Buster’s Entertainment, Inc | 42 |

  137. Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA

    | Employment Agreements |

  138. Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA

    We have entered into employment agreements with our NEOs to reflect the then current compensation arrangements of each of the NEOs and to include additional restrictive covenants, including a one-year non-competition provision and a two-year non-solicitation and non-hire provision. The employment agreement for each NEO provides for an initial term of one year, subject to automatic one-year renewals unless terminated earlier by the NEO or us. Under the terms of the employment agreements, each NEO is entitled to a minimum base salary and may receive an annual salary increase commensurate with such officer’s performance during the year, as determined by our Board of Directors. Our NEOs are also entitled to participate in the Executive Incentive Plan, the 2014 Stock Incentive Plan and in any profit sharing, qualified and nonqualified retirement plans and any health, life, accident, disability insurance, sick leave, supplemental medical reimbursement insurance, or benefit plans or programs as we may choose to make available now or in the future. In addition, the employment agreements contain provisions providing for severance payments and continuation of benefits under certain circumstances including termination by us without Cause (as defined in the employment agreement), upon execution of a general release of claims in favor of us.

  139. Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA

    | Potential Payments Upon Termination or Change-in-Control |

  140. Compensation Actually Paid Versus Net Income (Loss) and Adjusted EBITDA

    The following is a discussion of the rights of the NEOs under the 2014 Stock Incentive Plan and the employment agreements with the NEOs following a termination of employment or change of control.