DEF 14A of Dave & Buster's Entertainment, Inc., May 8, 2025

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

Filed May 8, 2025 · FY20240001628280-25-023548

Open on EDGAR

  1. To Be Held on June 18, 2025

    | | Page | | Outstanding Equity Awards at Fiscal Year-End 2024 | 51 | | Fiscal 2024 Option Exercises and Stock Vested | 53 | | Fiscal 2024 Nonqualified Deferred Compensation | 53 | | Pay vs. Performance Disclosure | 55 | | Employment Agreements and Other Arrangements | 59 | | Potential Payments upon Termination or Change-in-Control | 59 | | Equity Compensation Plan Information | 64 | | Transactions with Related Persons | 65 | | Report of the Audit Committee | 65 | | Delinquent Section 16(a) Reports | 66 | | Shareholder Proposals | 66 | | Other Business | 66 | | Where You Can Find More Information | 68 | | FAQs | 69 | | Appendix A – Supplemental Financial Information | 75 | | Appendix B – 2025 Omnibus Incentive Plan | 76 |

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    2025 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 in more detail throughout this proxy statement (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. Beginning on or around May 8, 2025, we sent a Notice Regarding the Availability of Proxy Materials to all shareholders entitled to vote at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”), together with instructions on how to access our proxy materials over the internet and how to vote.

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    | Annual Meeting Information |

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    | Date: | Wednesday, June 18, 2025 | Voting Only shareholders as of the Record Date (April 28, 2025) are entitled to vote. Participating Online During the Annual Meeting If you are a registered shareholder (your shares are held in your name), you register by following the instructions set forth at www.meetnow.global/MF52AG5 or in the FAQs section of this Proxy Statement (page 69). If you are a beneficial shareholder (your 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 69). | | Time: | 4:30 p.m. Central Daylight Time | | | Place: | The Annual Meeting will be held virtually. | | | Webpage: | www.meetnow.global/MF52AG5 | | | Record Date: | Monday, April 28, 2025 | |

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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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    | Proposals Before the Shareholders |

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    | Proposals | Description | Board Voting Recommendation | Votes Required | Page Reference | | 1 | Election of Directors | FOR each nominee | Majority of Votes Cast | 5 | | 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Majority of Votes Cast | 12 | | 3 | Advisory Vote on Executive Compensation | FOR | Majority of Votes Cast | 13 | | 4 | Approval of the 2025 Omnibus Incentive Plan | FOR | Majority of Votes Cast | 14 |

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    | Information about the Board of Directors at 2024 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, VC | | C | | M | | Hamish A. Dodds | I | M | | | C | | Michael J. Griffith | LID | | M | M | | | Gail Mandel | I | M | | M | | | Scott I. Ross* | I | | | M | M | | Atish Shah | I | C | | M | | | Kevin M. Sheehan | ICEO, COB | | | | M | | Jennifer Storms | I | | M | C | | | Number of Meetings in Fiscal 2024 | 8 | 5 | 7 | 4 | 14 |

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    | I | – | Independent Director | | LID | – | Lead Independent Director | | ICEO | – | Interim Chief Executive Officer | | COB | – | Chair of the Board | | C | – | Committee Chair | | M | – | Committee Member | | VC | – | Vice Chair | | * | | Appointed to the board of directors (the “Board” or the “Board of Directors”) on January 30, 2025. |

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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:

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

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

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    | Fiscal 2024 Business Performance Highlights: |

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    •Revenue of $2.1 billion decreased 3.3% from fiscal 2023. •Comparable store sales decreased 7.2% compared to the same calendar period in fiscal 2023. •Net income totaled $58.3 million, or $1.46 per diluted share, compared to net income of $126.9 million, or $2.88 per diluted share in fiscal 2023. •Adjusted EBITDA* of $506.2 million, compared to Adjusted EBITDA* of $555.6 in fiscal 2023. •The Company opened a total of 14 new venues (11 Dave & Buster's and three Main Events) in fiscal 2024. In December 2024, the Company opened its first franchise location in Bengaluru, India. * Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for more information.

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    | Fiscal 2024 Executive Compensation Highlights and Key Practices: |

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    •We continued to receive strong support from shareholders for our executive compensation practices, with 95% of the votes cast voting to approve the compensation paid to our named executive officers at the 2024 annual meeting of shareholders. •In designing our fiscal 2024 executive 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 2024 Corporate Social Responsibility Highlights: |

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    •We remain committed to thoughtful environmental sustainability, social and governance practices. To this end, we: ◦published corporate responsibility reports including our alignment to Sustainability Accounting Standards Board standards for restaurants and entertainment companies in April 2023 and April 2024. ◦completed a physical risk analysis in 2024. ◦published our 2025 update to our corporate responsibility report in early May 2025.

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

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    ELECTION OF DIRECTORS Our Board of Directors currently consists of eight (8) members. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated seven (7) nominees for election to the Board of Directors. If elected at the Annual Meeting, each of the nominees will serve until our 2026 annual meeting of shareholders and until his successor is duly elected and qualified, or until his 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. On April 28, 2025, Michael J. Griffith, Gail Mandel and Jennifer Storms notified the Company of their decision to not stand for reelection to the Board of Directors at the Annual Meeting. Mr. Griffith, Ms. Mandel and Ms. Storms will continue to serve as directors until the Annual Meeting. In connection with the decisions of Mr. Griffith, Ms. Mandel and Ms. Storms to not stand for reelection at the Annual Meeting, the Board of Directors determined to decrease the number of directors on the Board of Directors from eight (8) to seven (7), effective as of the date of the Annual Meeting. We are furnishing below certain biographical information about each of the seven (7) 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: 39 | | | COMMITTEES: Compensation & Finance | | DIRECTOR STATUS: INDEPENDENT — Vice Chair | | | 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 | | | | | CURRENT PUBLIC COMPANY BOARDS: | | | | | –Dave & Buster’s Entertainment, Inc. | | –United Parks & Resorts, Inc. | –One Group Hospitality | | PRIOR COMPANY BOARDS: | | | | | –CEC Entertainment, Inc. (n/k/a CEC Entertainment, LLC) | –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. | 5 |

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    | Hamish A. Dodds | | | DIRECTOR SINCE: 2017 | AGE: 68 | | 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 (Mar. 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: | | | – Dave & Buster’s Entertainment, Inc. (Apr. 2017-present) | –Pier 1 Imports, Inc. (Apr. 2010-Sep. 2020) | | PRIVATE COMPANY BOARDS: | | | –Fogo de Chao (Oct. 2018-Oct. 2023) | | | OTHER POSITIONS/MEMBERSHIPS: | | | –US Advisory Board, IESE Business School –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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    | Dave & Buster’s Entertainment, Inc. | 6 |

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    | Nathaniel J. Lipman | | | | New Nominee Standing for Election at Annual Meeting | | AGE: 60 | | | | DIRECTOR STATUS: INDEPENDENT | | PRIOR BUSINESS EXPERIENCE: | | | | –Wolcott Holdings, LLC, a family investment office (Feb. 2022-present) –Tenerity, Inc. (f/k/a Affinion Group Holdings, Inc. and CX Loyalty, Inc.), a global provider of customer loyalty platforms and solutions •Senior Advisor (Apr. 2015-Jan. 2024) •Executive Chairman (Jul. 2012-Apr. 2015) •Chairman and Chief Executive Officer (Oct. 2005-Jul. 2012) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International, Marketing –Cendant Corporation, a global provider of customer loyalty platforms and solutions •President and Chief Executive Officer, Marketing Services Division (Apr. 2004-Oct. 2005) •President and Chief Executive Officer, Trilegiant (Cendant’s domestic membership business) (2002-Apr. 2004) •Senior Vice President, Corporate Development and Strategic Planning (June 1999-2002) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International, Marketing –Planet Hollywood, Inc., an international restaurant and entertainment brand •Executive Vice President, Strategic Development (Aug. 1996-May 1999) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International –House of Blues Entertainment, Inc., an international music entertainment brand •General Counsel (Apr. 1995-Jul. 1996) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International –The Walt Disney Company, a global entertainment company •Senior Corporate Counsel (May 1993-Apr. 1995) Leisure & Hospitality, Mergers & Acquisitions –Skadden, Arps, Slate, Meagher and Flom, LLP, an international law firm •Associate (Oct. 1989-May 1993) Mergers & Acquisitions | | | | PUBLIC COMPANY BOARDS: | | | | –United Parks & Resorts Inc. (Jan. 2024-present) | –Apollo Strategic Growth Capital II, Inc. (2021-2023) | | | PRIVATE COMPANY BOARDS: | | | | –Trusted Media Brands, Inc. (2018-present) | –Apollo Aligned Alternatives, Inc., (Jun. 2022-present) | –PLBY Group, Inc. (Observer) (2022-2023) | | –FTD.com •Chair of the Board (Jul. 2021) •Senior Advisor (Sep. 2019-Sep. 2021) | –Diamond Resorts International, Inc. (2017-2021) | –Redbox Automated Holdings, LLC, (2016-2021) | | EDUCATION: | | | | – B.A., Political Economy, University of California, Berkeley | –J.D., University of California, Los Angeles | |

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

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    | Scott Ross | | | | | DIRECTOR SINCE: 2025 | | AGE: 44 | | | COMMITTEES: Finance & Nominating and Corporate Governance | | DIRECTOR STATUS: INDEPENDENT | | | CURRENT POSITION: | | | | | –Founder and Managing 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 (2004-2008/2009-2014) Leadership, Strategy, Leisure & Hospitality, Entertainment, Finance and Governance – Goldman Sachs & Co., Inc, a multinational investment bank and financial services company: •Analyst, Principal Finance Group, Fixed Income, Currencies, and Commodities Division (Jun. 2002-Dec. 2004) Leadership, Strategy, Investment, Finance –Shumway Capital Partners, an investment company: •Analyst (Aug. 2008-Sep. 2009) Leadership, Strategy, Investment, Finance | | | | | PUBLIC COMPANY BOARDS: | | | | | –Current: Dave & Buster’s Entertainment, Inc. | | –United Parks & Resorts, Inc. | –The One Group Hospitality, Inc. | | OTHER COMPANY BOARDS: | | | | | –Prior: CEC Entertainment, Inc. | –Great Wolf Resorts, Inc. | –EVERTEC, Inc. | –Diamond Eagle Acquisition Corp. | | EDUCATION: | | | | | –B.A. Economics, Georgetown University (magna cum laude) | | | |

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

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    | Atish Shah | | | | DIRECTOR SINCE: 2021 | | AGE: 52 | | 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 (1997-1998) 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. | 9 |

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    | Kevin M. Sheehan | | | DIRECTOR SINCE: 2011 | AGE: 71 | | COMMITTEES: Finance | DIRECTOR STATUS: NOT INDEPENDENT — Chairman and Interim Chief Executive Officer | | 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 •Chair and Principal Owner (2016-Oct. 2023) Leadership, Strategy, Board Governance, Hospitality, Finance, Global, Consumer Insights, Marketing –Scientific Games Corporation, a global leader in the gaming and lottery industries •Director (Oct. 2018) •Senior Advisor (Jun. 2018-Sep. 2018) •President and Chief Executive Officer (Aug. 2016-Jun. 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: | | | –Dave & Buster’s Entertainment, Inc. (2011-present) | –Gannett Co., Inc., Director (2013-present), Lead Director (May 2019-present) | | – 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. | 10 |

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    | Allen R. Weiss | | | | New Nominee Standing for Election at Annual Meeting | | AGE: 71 | | | | DIRECTOR STATUS: INDEPENDENT | | PRIOR BUSINESS EXPERIENCE: | | | | –The Walt Disney Company, a global entertainment company (1972-2011) (Retired) •President, Worldwide Operations, Walt Disney Parks and Resorts (2005-Nov. 2011) •President, Walt Disney World Resort (1995-2005) •Executive Vice President, Walt Disney World Resort (1991-1995) •Vice President, Resort Operations Support (1987-1991) Leadership, Strategy, Leisure & Hospitality, Finance and Governance, International, Marketing | | | | PUBLIC COMPANY BOARDS: | | | | –Dick’s Sporting Goods, Inc. (Jan. 2012-Aug. 2020) | –Apollo Education Group, Inc. (Mar. 2012-Jan. 2017) | | | PRIVATE COMPANY BOARDS: | | | | –Alticor, Inc. (2012-Present) | –CEC Entertainment, Inc., n/k/a CEC Entertainment, LLC (Jun. 2014-Dec. 2020) | –ClubCorp (now Invited Clubs) (Feb. 2018-Apr. 2020) | | –Diamond Resorts International, Inc. (Nov. 2016-May 2021) | | | | EDUCATION: | | | | – B.S., Business Administration, University of Central Florida | – M.B.A., Crummer Graduate School of Business, Rollins College | –Certified Public Accountant |

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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. | 11 |

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    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed KPMG LLP (“KPMG”) as 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 2025 and recommends that the shareholders vote for ratification of 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 2025 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 2025 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 2024, which ended on February 4, 2025, and fiscal 2023, which ended on February 4, 2024:

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    | | Fiscal 2024 | Fiscal 2023 | | Audit Fee (1) | $1,230 | $1,155 | | Audit-Related Fees (2) | 89 | 400 | | Tax Fees (3) | 131 | 33 | | Total | $1,450 | $1,588 |

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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 (“SEC”) filings. (2)Fiscal 2024 and fiscal 2023 includes real time assessment of the ERP system the Company implemented 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 2024 and 2023, 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. |

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

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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 SEC rules, we are asking you to approve, on an advisory, non-binding basis, the compensation awarded to our named executive officers, as we have described in the Executive Compensation section of this Proxy Statement. The vote on this matter is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. As described in detail in the Compensation Discussion and Analysis section beginning on page 26, the Compensation Committee oversees our executive 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. At the 2022 annual meeting of shareholders, our shareholders voted in favor of holding an advisory vote to approve executive compensation every year. The Board considered these voting results and decided to adopt a policy providing for an annual advisory shareholder vote to approve our executive compensation. The next shareholder advisory vote to approve executive compensation will occur at the 2026 annual meeting of shareholders.

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

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

  52. To Be Held on June 18, 2025

    APPROVAL OF 2025 OMNIBUS INCENTIVE PLAN On December 5, 2024, upon recommendation of our Compensation Committee, our Board of Directors adopted, subject to shareholder approval at the annual meeting, the Dave & Buster’s Entertainment, Inc. 2025 Omnibus Incentive Plan (as amended from time to time, the “2025 Plan”), covering the issuance of up to 4,000,000 shares of Common Stock of the Company. The purpose of the Plan is to strengthen our ability to attract, retain and motivate officers, employees, non-employee directors and consultants providing services to the Company and to promote the success of the Company’s business by providing participants with appropriate incentives. The use of equity incentive awards has historically been a key component of our compensation programs. We previously awarded stock-based compensation instruments, including performance awards and restricted stock units, under the 2014 Omnibus Incentive Plan (the "2014 Plan"). However, the 2014 Plan expired in October 2024 and we accordingly propose to replace the 2014 Plan with the 2025 Plan. The shares authorized for issuance pursuant to the 2025 Plan would include an aggregate of 483,986 shares granted to our employees, including our executive officers, as a contingent retention award in December 2024, as well as contingent awards granted to Interim CEO Kevin Sheehan pursuant to his letter agreement with the Company dated December 9, 2024 (the “Contingent Awards”), all of which are contingent upon shareholder approval of this Proposal No. 4 to approve the 2025 Plan. The Contingent Awards consist of 253,086 shares subject to time-based restricted stock units (“RSUs”), 127,990 shares subject to performance-based restricted stock units (“PSUs”), and 102,910 shares subject to stock options, which are intended to retain and reward grantees based on their continued service and/or the Company's performance. If the 2025 Plan is not approved by our shareholders, all of the Contingent Awards will automatically be forfeited and we will be unable to make new equity grants to motivate and retain key personnel or incentivize non-employee directors to serve on our Board of Directors, which could have an adverse impact on our business. We would also be at a disadvantage against our competitors for attracting, retaining, and motivating individuals critical to our success. We will also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards. Therefore, the approval of the 2025 Plan is essential to our future performance and long-term success. Accordingly, the Board of Directors has approved, and is asking the Company’s shareholders to approve, the 2025 Plan. In general, shareholder approval of the 2025 Plan is necessary in order for us to meet the shareholder approval requirements of the NASDAQ, and grant stock options that qualify as incentive stock options, or ISOs, as defined under Section 422 of the Code. As of April 21, 2025 the closing price of our common stock as reported on NASDAQ was $19.46 per share. A summary of the 2025 Plan is set forth below. The summary of the 2025 Plan is qualified in its entirety by the full text of the 2025 Plan, which is included in this Proxy Statement as Appendix B.

  53. To Be Held on June 18, 2025

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

  54. New Plan Benefits

    | Director Compensation |

  55. New Plan Benefits

    | DIRECTOR COMPENSATION TABLE | | | | | NAME(1) | FEES EARNED OR PAID IN CASH ($)(2) | STOCK AWARDS ($)(3) | TOTAL ($) | | James P. Chambers | $105,000 | $145,218 | $250,218 | | Hamish A. Dodds | $105,000 | $145,218 | $250,218 | | Michael J. Griffith | $95,000 | $145,218 | $240,218 | | Gail Mandel | $95,000 | $145,218 | $240,218 | | Scott Ross (4) | $1,566 | $— | $1,566 | | Atish Shah | $110,000 | $145,218 | $255,218 | | Kevin M. Sheehan | $210,000 | $145,218 | $355,218 | | Jennifer Storms | $105,000 | $145,218 | $250,218 |

  56. Directors’ Outstanding Equity Awards at 2024 Fiscal Year End

    Directors’ Outstanding Equity Awards at 2024 Fiscal Year End

  57. Directors’ Outstanding Equity Awards at 2024 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) | 2,723 | — | — | — | n/a | | Hamish A. Dodds(1) | 2,723 | — | — | — | n/a | | Michael J. Griffith | 2,723 | 4,545 | — | $39.10 | 4/7/2026 | | Gail Mandel(1) | 2,723 | — | — | — | n/a | | Scott Ross(2) | — | — | — | — | n/a | | Atish Shah(1) | 2,723 | — | — | — | n/a | | Kevin M. Sheehan(3) | 17,771 | 5,203 | — | $31.71 | 4/9/2025 | | | | 4,545 | | $39.10 | 4/7/2026 | | Jennifer Storms | 2,723 | 4,224 | — | $41.60 | 4/14/2026 |

  58. Directors’ Outstanding Equity Awards at 2024 Fiscal Year End

    (1)Messrs. Chambers, Dodds and Shah and Ms. Mandel do not hold any stock options. (2)Mr. Ross was appointed to the Board after the award grant date for fiscal 2024 and did not have any outstanding equity awards at the end of fiscal 2024. (3)In addition to 2,723 unvested restricted stock units granted in fiscal 2024 for service as a board member, Mr. Sheehan holds 15,048 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 2024:

  59. Fiscal 2024 Annual Director Compensation

    Fiscal 2024 Annual Director Compensation

  60. Fiscal 2024 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 | $150,000 | $75,000 | $50,000 | $25,000 | $20,000 | $20,000 | $20,000 | $10,000 |

  61. Fiscal 2024 Annual Director Compensation

    (1)Actual number of restricted stock units is determined based on the closing stock price on the day of grant. (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.

  62. Fiscal 2024 Annual Director Compensation

    | Director Stock Ownership Guidelines |

  63. Fiscal 2024 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.

  64. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 26 |

  65. Fiscal 2024 Annual Director Compensation

    Mr. Sheehan, as an interim 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.

  66. Fiscal 2024 Annual Director Compensation

    | Policy Regarding Shareholder Recommendations for Director Candidates |

  67. Fiscal 2024 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 must submit a recommendation in compliance with the advance notice procedures in the Company’s bylaws, which are described under Shareholder Proposals elsewhere in this Proxy Statement.

  68. Fiscal 2024 Annual Director Compensation

    | Director Qualifications |

  69. Fiscal 2024 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 Board 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 Committee also considers diversity of occupational, demographic and personal backgrounds in evaluating candidates for the Board and in connection with its periodic evaluation of the Board’s composition.

  70. Fiscal 2024 Annual Director Compensation

    | Current Nominations |

  71. Fiscal 2024 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, Lipman, Ross, Shah, Sheehan and Weiss 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.

  72. Fiscal 2024 Annual Director Compensation

    | Code of Business Conduct and Ethics and Whistleblower Policy |

  73. Fiscal 2024 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 legally required disclosures regarding amendments to, or waivers of, our Code of Business Conduct and Ethics on this website. In fiscal 2024, we did not post any material amendments to or waivers of the Code of Business Conduct and Ethics on our website. In addition, our Whistleblower Policy is available on our website at http://ir.daveandbusters.com/corporate-governance.

  74. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 27 |

  75. Fiscal 2024 Annual Director Compensation

    | Compensation Committee Interlocks and Insider Participation |

  76. Fiscal 2024 Annual Director Compensation

    During fiscal 2024, 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. None of the persons who served on the Compensation Committee during 2024 is or has been an officer or employee of the Company, and none had any relationship with the Company or any of its subsidiaries during fiscal 2024 that would be required to be disclosed as a transaction with a related person.

  77. Fiscal 2024 Annual Director Compensation

    | Communications with the Board of Directors |

  78. Fiscal 2024 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 Chief Legal Officer, 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 Chief Legal Officer to review and forward any such correspondence to the appropriate person or persons for response.

  79. Fiscal 2024 Annual Director Compensation

    | Insider Trading Policy |

  80. Fiscal 2024 Annual Director Compensation

    We have an insider trading policy governing the purchase, sale and disposition of our securities by our directors, officers key leaders and employees, as well as their respective immediate family members. Such persons are also generally prohibited from engaging in speculative trading, such as trading on a short-term basis (purchasing stock on margin, pledging stock as collateral for loans, short selling stock and hedging transactions (such as trading in derivative securities relating to the Company’s securities). The insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards. While the Company is not subject to the insider trading policy, it does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading arrangements.

  81. Fiscal 2024 Annual Director Compensation

    | Arrangements and Family Relationships |

  82. Fiscal 2024 Annual Director Compensation

    On December 18, 2020, we entered into a cooperation agreement with Mr. Chambers and Hill Path Capital LP (“Hill Path”), pursuant to which we agreed to appoint Mr. Chambers to the Board and the Audit Committee, Finance Committee and Compensation Committee, effective December 22, 2020. The cooperation agreement was amended and restated on July 11, 2022 (the “A&R Cooperation Agreement”). On January 30, 2025, we entered into a letter agreement (the “Letter Agreement”) with Messrs. Chambers and Ross and Hill Path. Pursuant to the Letter Agreement, we agreed to (i) appoint Mr. Ross to the Board, effective January 30, 2025, (ii) nominate Messrs. Ross and Chambers (the “Hill Path Designees”) for election to the Board at the Annual Meeting, and (iii) use our reasonable best efforts to cause the election of the Hill Path Designees to the Board at the Annual Meeting, consistent with our efforts to elect other Company nominees. Concurrently with the appointment of Mr. Ross to the Board, we also agreed to appoint Mr. Ross to the Nominating and Corporate Governance Committee and Finance Committee.

  83. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 28 |

  84. Fiscal 2024 Annual Director Compensation

    Under the Letter Agreement, Hill Path agreed to vote its shares at the Annual Meeting (i) in favor of the Company’s director nominees and (ii) in a manner consistent with the recommendations of the Board with respect to the approval of other proposals being presented at the Annual Meeting. In connection with the foregoing, until the end of the Annual Meeting, Hill Path agreed not to transfer any voting rights in respect of any of its shares unless and until it transfers beneficial ownership of such shares. Pursuant to the Letter Agreement and the A&R Cooperation Agreement, Hill Path has agreed to various standstill provisions for the duration of a restricted period (as defined in the Letter Agreement and the A&R Cooperation Agreement), including, among other things and subject to certain exceptions, that it will not, and will cause its affiliates to not (i) engage or participate in any solicitation of proxies with respect to the securities of the Company, (ii) acquire more than 20% of the outstanding securities of the Company, (iii) make or be the proponent of any shareholder proposal, (iv) seek Board representation other than as provided in the Cooperation Agreement or (v) influence third parties with respect to the voting or disposition of the securities of the Company. Other than the Letter Agreement and the A&R Cooperation Agreement, there are no arrangements or understandings between any director and any other person pursuant to which he or she was selected as a director or nominee. There are no family relationships between or among any of our directors, director nominees or executive officers.

  85. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 29 |

  86. Fiscal 2024 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 current director, (c) the named executive officers, and (d) all current 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 34,528,522 shares of our common stock outstanding as of April 21, 2025, 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 21, 2025 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, but have not deemed such shares to be outstanding for the purposes of computing the percentage ownership for any other 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.

  87. Fiscal 2024 Annual Director Compensation

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned as of April 21, 2025 | Percent | | 5% Shareholders | | | | Hill Path Capital LP(1) 150 East 58th Street, 32nd Floor New York, NY 10155 | 7,119,255 | 20.57% | | BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 5,332,323 | 15.41% | | The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355 | 4,412,548 | 12.75% | | Eminence Capital, LP(4) 399 Park Avenue, 25th Floor New York, NY 10022 | 3,710,359 | 10.72% | | Non-employee Directors and Director Nominees | | | | James P. Chambers | 12,216 | * | | Hamish A. Dodds | 39,456 | * | | Michael J. Griffith(5) | 58,814 | * | | Nathaniel J. Lipman | — | * | | Gail Mandel | 8,775 | * | | Scott Ross | — | * | | Atish Shah | 11,643 | * | | Jennifer Storms(6) | 35,062 | * | | Allen R. Weiss | — | * | | Named Executive Officers(7) | | * | | Kevin M. Sheehan(8) | 143,556 | * | | Chris Morris(9) | 83,847 | * | | John B. Mulleady(10) | 76,906 | * | | Michael Quartieri(11) | 42,659 | * | | Darin Harper(12) | 35,738 | * | | Antonio Bautista(13) | 37,802 | * | | Tony Wehner(14) | 47,879 | * | | All Executive Officers and Directors as a Group (15 Persons)(15) | 697,534 | 2.02% |

  88. Fiscal 2024 Annual Director Compensation

    *Less than 1%.

  89. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 30 |

  90. Fiscal 2024 Annual Director Compensation

    (1)Based on information contained in Schedule 13D/A dated April 7, 2025, filed on April 9, 2025 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 September 30, 2024, filed on November 14, 2024. The Schedule 13G reported that Eminence Capital, LP, owned and had shared dispositive power over 3,710,359 and shared voting power over 3,710,359 shares of common stock. (5)Shares reflected in the table include 31,776 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 4,545 shares issuable pursuant to outstanding stock options held by Mr. Griffith, all of which are fully vested. (6)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. (7)In addition to Mr. Sheehan who also serves as a director. (8)Shares reflected in the table include 39,011 shares owned by Mr. Sheehan and 100,000 shares held in a guarantor retained annuity trust but do not include 69,025 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 4,545 shares issuable pursuant to outstanding stock options held by Mr. Sheehan, all of which are fully vested. (9)Mr. Morris resigned from his position as Chief Executive Officer during fiscal 2024. The reported beneficial ownership amounts are based on the Company’s records and the information contained in the last Form 4/A filed on behalf of Mr. Morris on November 5, 2024. (10)Shares reflected in the table include 25,723 shares issuable pursuant to outstanding stock options held by Mr. Mulleady that are exercisable within 60 days of April 21, 2025. (11)Mr. Quartieri retired from his position as Chief Financial Officer during fiscal 2024. The reported beneficial ownership amounts are based on the Company’s records and the information contained in the last Form 4 filed on behalf of Mr. Quartieri on April 25, 2024. (12)Mr. Harper does not have any shares issuable pursuant to outstanding stock options held that are exercisable within 60 days of April 21, 2025. (13)Shares reflected in the table include 12,156 shares issuable pursuant to outstanding stock options held by Mr. Bautista that are exercisable within 60 days of April 21, 2025. (14)Shares reflected in the table include 14,939 shares issuable pursuant to outstanding stock options held by Mr. Wehner that are exercisable within 60 days of April 21, 2025. (15)Shares reflected in the table include a total of 81,871 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 21, 2025.

  91. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 31 |

  92. Fiscal 2024 Annual Director Compensation

    EXECUTIVE OFFICERS We are furnishing below certain biographical information about our executive officers. Please see Proposal No. 1 — Election of Directors for biographical information about Kevin M. Sheehan, our Interim Chief Executive Officer.

  93. Fiscal 2024 Annual Director Compensation

    | Antonio Bautista | Darin Harper | | Dave & Buster’s Since: 2022 | Dave & Buster’s Since: 2024 | | Age: 60 | Age: 50 | | Food & Beverage Experience: 32 yrs | Food & Beverage Experience: 18 yrs | | Retail and late-night entertainment: 27 yrs | Entertainment Experience: 13 yrs | | Entertainment (arcade based) Experience: 3 yrs | | | Current Position: | Current Position: | | –Chief International Development Officer since July 2022 | –Chief Financial Officer since June 2024 | | 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) | –World Choice Investments, LLC, a leading operator of large themed, family entertainment attractions: • Chief Financial Officer (May 2023-Jun. 2024) –Dave & Buster’s Entertainment, Inc.: •Transitional Chief Financial Officer (Jul-Dec. 2022) –Main Event Entertainment, Inc.: •EVP and Chief Financial Officer (Mar. 2017-Jun. 2022) –Ardent Leisure, then Main Event’s parent company: •Group Chief Financial Officer (Jun. 2018-Jun. 2022) –On the Border Mexican Grill & Cantina, a family dining concept: •Chief Financial Officer (Aug. 2014-Mar. 2017) •VP Finance (Oct. 2011-Aug. 2014) –CEC Entertainment, Inc., a dining and family entertainment enterprise: •Principal Accounting Officer (2007-2011) | | | Education: –BBA Accounting, Evangel University |

  94. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 32 |

  95. Fiscal 2024 Annual Director Compensation

    | Humera Kassem | Steve Klohn | | Dave & Buster’s Since: 2023 | Dave & Buster’s Since: 2022 | | Age: 49 | Age: 51 | | Food & Beverage Experience: 5 yrs | Food & Beverage Experience: 11 yrs | | Entertainment Experience: 1 yr | Entertainment Experience: 9 yrs | | Current Position: | Current Position: | | –Chief People Officer since December 2023 | –Chief Information Officer July 2022-Sept 2024; Dec 2024 to present | | Prior Business Experience: | Prior Business Experience: | | –Sabio, Inc., an advertising technology company: •Chief People Officer (Jan. 2023-Nov. 2023) –Kassem Consulting, a Human Resources Consulting firm: •Owner & Executive HR Consultant (Jan. 2019-Dec. 2023) –Jamba Juice, a quick service restaurant and juice bar company: • Chief Human Resources Officer (Aug. 2017–Oct. 2018) – Good Smoke, a restaurant holding company for Jim N’ Nicks BBQ and Dinosaur BBQ: • Chief People Officer (May 2016–Jun. 2017) –Mr. Cooper, a mortgage company: •Vice President, Human Resources (2013–2016) –J.C. Penney Corporation, Inc., a retail department store: •Director of Human Resources, (2006–2013) –GE Commercial Finance, a finance company: •Human Resource Generalist (2004–2006) –Delta Airlines, an international airline: •Human Resources Advisor (2002–2004) –The Coca-Cola Company, a beverages and bottling company: •Human Resources Administrator (1996–2002) | –Legends, a food, beverage, merchandise, retail, and stadium operations corporation: •Chief Technology Officer (Sept 2024-Dec 2024) –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 Corporation, Inc., a retail department store: •Various technology related positions (2000-2011) | | Education: –B.A., Communications, University of Southern California –M.A., Organization Management, Dallas Baptist Univ. | Education: –BAAS, Public Affairs and Community Service, Univ. of North Texas |

  96. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 33 |

  97. Fiscal 2024 Annual Director Compensation

    | Les Lehner | John Mulleady | | Dave & Buster’s Since: 2022 | Dave & Buster’s Since: 2012 | | Age: 53 | Age: 64 | | Food & Beverage Experience: 25 yrs | Food & Beverage Experience: 12 yrs | | Entertainment Experience: 20 yrs | Entertainment Experience: 12 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., a dining and family entertainment enterprise: •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 |

  98. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 34 |

  99. Fiscal 2024 Annual Director Compensation

    | Rodolfo Rodriguez, Jr. | Megan Tobin | | Dave & Buster's Since: 2025 | Dave & Buster's Since: 2023 | | Age: 58 | Age: 39 | | Food & Beverage Experience: 9 yrs | Food & Beverage Experience: 10 yrs | | Entertainment Experience: 9 yrs | Entertainment Experience: 10 yrs | | Current Position: | Current Position: | | – Chief Legal Officer and Corporate Secretary since Jan 2025 | –Chief Marketing Officer since Dec 2023 | | Prior Business Experience: | Prior Business Experience: | | –CEC Entertainment, LLC / CEC Entertainment, Inc., a restaurant and family entertainment enterprise: • EVP, Chief Legal & Human Resources Officer (Mar 2018-Nov 2023) • SVP, General Counsel (Nov 2014-Mar 2018) – JC Penney Corporation, Inc., a retail department store: • Senior Counsel (Oct 2012-Nov 2014) – Gruber Hurst Johansen Hail Shank, LLP, a Dallas, TX law firm: • Partner (2006-2012) – Godwin Pappas, Langley & Ronquillo LLP / Godwin Gruber, LLP, a Dallas, TX law firm: • Partner (2004-2006) • Participating Associate (2003-2004) – American Eagle Airlines, Inc., a regional airline: • VP, General Counsel (2000-2003) – American Airlines, Inc., an international airline: • Attorney-Litigation (1997-2000) − Locke Purnell Rain Harrell, PC, a Dallas, TX law firm: • Associate (1991-1997) | –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.A. Political Science, Texas A&M University –J.D., Harvard Law School | Education: –B.A. English, University of Nevada-Las Vegas |

  100. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 35 |

  101. Fiscal 2024 Annual Director Compensation

    | Tony Wehner | | Dave & Buster’s Since: 2022 | | Age: 57 | | Food & Beverage Experience: 28 yrs | | Entertainment Experience: 5 yrs | | Current Position: | | –Chief Operating Officer since July 2022 | | –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) | | –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) |

  102. Fiscal 2024 Annual Director Compensation

    | Dave & Buster’s Entertainment, Inc. | 36 |

  103. Fiscal 2024 Annual Director Compensation

    EXECUTIVE COMPENSATION

  104. Fiscal 2024 Annual Director Compensation

    | Compensation Discussion and Analysis | Executive Compensation Quick Navigation | | | The Compensation Committee of our Board of Directors is responsible for establishing our executive compensation philosophy and ensuring that each element of our executive compensation program is intended to encourage high levels of performance and positions the Company for growth. The Compensation Committee strives to ensure our executive 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. 37 | | | •Compensation Practices | P. 39 | | | • Elements of Compensation | P. 41 | | | •Stock Ownership Guidelines | P. 47 | | | •2024 Summary Compensation Table | P. 49 | | | •Pay vs. Performance Disclosure | P. 55 | | | •Employment Agreements and Other Arrangements | P. 59 | | | •Potential Payments Upon Termination or Change-in-Control | P. 59 |

  105. Fiscal 2024 Annual Director Compensation

    This section describes our compensation program for our named executive officers (“NEOs”) for fiscal 2024. The discussion focuses on our compensation programs and compensation-related decisions for fiscal 2024 and addresses why we believe our compensation program supports our business strategy and operational plans. For fiscal 2024, our NEOs were:

  106. Compensation Philosophy and Overall Objectives of Executive Compensation Programs

    Market-Competitive Pay—In setting compensation for our executive officers, including our NEOs, the Compensation Committee considers competitive compensation data from an annual total compensation study of a selected peer group of restaurant and entertainment companies of comparable size and business models as well as other relevant survey sources. These sources inform the Compensation Committee’s decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels, including input from an independent compensation consultant. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as company, business unit, and individual performance; scope of responsibility; critical needs and skill sets; experience; leadership potential; and succession planning. Consistent with our pay for performance core 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 Plan, we used a series of vehicles that are intended to reinforce this commitment to sustained shareholder value creation. We have followed the same principles in the 2025 Plan being presented to our shareholders for approval at the Annual Meeting, and which is intended to replace the 2014 Plan (which expired in October 2024). 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 on their investment in our Company and that we are getting the right return on our leadership compensation investment.

  107. 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 trading policies and black-out periods for executives and directors |

  108. 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 the value of the executive officer’s total compensation package relative to others in the industries with which we compete for talent. While the Compensation Committee does not establish compensation levels solely based on a review of benchmarking studies or benchmark to any particular level, it believes such data is a useful tool in its deliberations and setting of competitive compensation policies. 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 2024, 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 and gaming companies; (iv) hotels, resorts and cruise lines; and (v) leisure facilities. At the time of comparison, the peer group companies in aggregate had a restaurant/entertainment mix similar to our income mix:(1)

  109. Procedures for Determining Compensation

    (1) Companies that were included in our peer group in fiscal 2023 but removed in fiscal 2024 are Jack in the Box, SeaWorld Entertainment, Inc. (now known as United Parks & Resorts), and Shake Shack. Companies that were not included in the peer group in fiscal 2023 but are now included are Bally’s Entertainment, Red Rock Resorts, Inc., Topgolf Callaway Brands Corp., United Parks & Resorts (formerly known as SeaWorld Entertainment, Inc.) and Vail Resorts, Inc. During 2024, Six Flags and Cedar Fair, L.P. completed a merger of the two companies under the Six Flags name, and Bowlero rebranded to Lucky Strike Entertainment. In fiscal 2024, FW Cook had no other direct business relationship with the Company and received no payments from us other than the fees and expenses for services to the Compensation Committee.

  110. 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 and whether granted under the 2014 Plan or conditionally granted under the 2025 Plan, are intended to link each executive officer’s annual compensation 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 our executive compensation programs appropriately link each executive officer’s compensation to Company performance, the Compensation Committee reviews and evaluates the achievements of the Company during the applicable fiscal year. Our fiscal 2024 compensation packages for our CEOs and other NEOs were heavily weighted towards variable compensation. In doing so, we continued our focus on compensation for our CEOs 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 compensation opportunity

  111. Pay for Performance Alignment

    for our CEOs and other NEOs. The graphs below show the fiscal 2024 target pay mix for our CEOs and the average of the other NEOs based on annual base salary, annual short-term cash incentives at target and the economic value (at the time of grant) of restricted stock units, performance-based restricted stock units and stock options granted during the year.

  112. Elements of Compensation

    Executive Incentive Plan The Executive Incentive Plan administered under the 2014 Plan was 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 will deliver 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. In considering and approving the design of the Executive Incentive Plan, 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 participating executive officer’s employment agreement and the Executive Incentive Plan, the 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 payout will be determined on an interpolated basis. The threshold, target, and maximum percentages for each of the NEOs for fiscal 2024 under the Executive Incentive Plan are outlined in the table below (based on participation for the full year).

  113. Elements of Compensation

    Under the Executive Incentive Plan for fiscal 2024, (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%

  114. Elements of Compensation

    | Fiscal 2024 Performance Targets | | | | | | | | | Performance | | | Bonus as % of Target | | | | Component | Threshold | Target | Maximum | Threshold | Target | Maximum | | Incentive Adjusted EBITDA(1) | $577.0 | $609.0 | $625.0 | 50% | 100% | 200% | | Total Revenue(1) | $2,210.0 | $2,330.0 | $2,450.0 | 50% | 100% | 200% | | Comparable Store Sales Growth | 1.1% | 3.3% | 4.8% | 50% | 100% | 200% |

  115. Elements of Compensation

    | Fiscal 2024 Full-Year Results | Target | Actual | % of Target | Payout % | | Incentive Adjusted EBITDA(1) | $609.0 | $524.9 | 86.2% | 0.0% | | Total Revenue(1) | $2,330.0 | $2,132.7 | 91.5% | 0.0% | | Comparable Store Sales Growth (decline) | 3.3% | (7.2)% | 0.0% | 0.0% |

  116. Elements of Compensation

    | Name | Target Bonus | Bonus Paid | % of Target | | Chris Morris(1) | $750,000 | $— | —% | | Kevin M. Sheehan(2) | $130,411 | $— | —% | | Michael Quartieri(3) | $424,000 | $— | —% | | Darin Harper(4) | $195,000 | $— | —% | | Antonio Bautista | $256,200 | $— | —% | | John B. Mulleady | $271,650 | $— | —% | | Tony Wehner | $360,000 | $— | —% |

  117. Elements of Compensation

    benchmarking data and additional analysis provided by its compensation consultant in determining appropriate grant levels for our executive officers, including the NEOs. Annual equity awards have historically been granted to our executive officers in April of the applicable year. For fiscal 2024, the Compensation Committee approved the 2024 long-term incentive program1 pursuant to the 2014 Plan; the program included 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 grant date. The exercise price of the stock options is equal to the closing price of the Company’s common stock on the award grant date. The PSUs, which comprised 50% of each NEO’s award (other than for Kevin Sheehan, who was awarded contingent equity grants under his employment agreement), vest after a three-year performance period, subject to achieving targeted Incentive Adjusted EBITDA growth during the 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 33.33% RSUs, 33.33% PSUs and 33.33% stock options 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. For the PSUs, if performance falls between threshold and target or target and maximum, the number of PSUs that vest will be determined on an interpolated basis.

  118. Elements of Compensation

    | | 2024 PSU Grant | | | | Adjusted EBITDA Three Year CAGR | | | | Performance | Payout as a Percentage of Target | | Below Threshold | Below 4.5% | 0% | | Threshold | 4.5% | 50% | | Target | 9.0% | 100% | | Maximum | 13.5% | 200% |

  119. Elements of Compensation

    Adjustments to Certain PSUs On October 5, 2024, the Compensation Committee determined to modify the vesting timing applicable to 5-year PSUs granted to certain officers, including Messrs. Morris, Harper, Bautista, Mulleady and Wehner. These PSUs were comprised of two grants: the first grant required the Company’s stock price to achieve a 200% increase (based on a trailing 60-day average stock price) before the fifth anniversary of grant (“performance period”) and the second grant required stock price to achieve a 300% increase before the end of the performance period. If such stock price achievement was obtained, the PSUs would vest at at the end of the performance period (“Closing Date”), subject to the executive officer’s continued employment with the Company through such date. Such PSUs were also eligible for incremental early vesting if such stock price target was achieved prior to the end of the performance period (“Interim Closing Date”), with 25% of the PSUs vesting on the earlier of the first anniversary of the Interim Closing Date or Closing Date, 25% of the PSUs vesting on the earlier of the second anniversary of the Interim Closing Date or Closing Date, and the remaining 50% of the PSUs vesting on the Closing Date. In an effort to keep the plan competitive and drive retention given recent Company performance, the Compensation Committee determined to amend such PSUs such that if the target stock price is achieved on an Interim Closing Date, vesting of the PSUs would occur on the first anniversary of the Interim Closing Date (or if earlier, the Closing Date) unless the trailing 30-day volume weighted average closing price on such first anniversary of the Interim Closing Date is less than 92.5% of the target stock price, in which case 50% of the PSUs will immediately vest on such first anniversary and the remaining 50% will vest on the earlier of (i) the first 1 Mr. Sheehan’s compensation as Interim CEO is detailed in his letter agreement with the Company dated December 9, 2024; he did not receive awards under the 2024 long-term incentive program.

  120. Elements of Compensation

    occurrence after such anniversary that the trailing 30-day volume weighted average closing price equals the target stock price, (ii) the second anniversary of the Interim Closing Date or (iii) the Closing Date. Conditional Retention Awards In the current market, there is intense competition for experienced and skilled employee talent. In order to promote retention and provide strong motivation for certain key employees, including our executives, the Compensation Committee (in consultation with our independent compensation consultant FW Cook) approved the grant of a special retention award in December 2024 (the "Conditional Retention Awards"), which is contingent upon stockholder approval of the 2025 Plan, as further described in Proposal 4 of this Proxy Statement. The Conditional Retention Awards2 consist of a mix of RSUs and stock options, and are intended to retain and reward grantees based on their continued service and/or the Company's performance. In determining the grant levels for these awards, we considered a number of factors including market practice, individual and Company performance and our goals of retention and promoting pay-for-performance. As the issuance of these awards is contingent upon stockholder approval of the 2025 Plan, they are not included in our Summary Compensation Table or Grants of Plan-Based Awards Table below. Equity Grant Practices While we do not have a formal policy regarding the timing of equity awards in relation to our disclosure of material nonpublic information, as a practice, we do not time the granting of equity awards with any favorable or unfavorable news released by the Company. Our Compensation Committee has generally approved annual equity awards in the first quarter of the new fiscal year, which allows the Committee to review and consider the Company’s financial results from the prior fiscal year when making grants. Other than grants made in connection with hiring, promotions and retention, equity awards are generally granted to NEOs at the same time that equity awards are granted to all other employees who are eligible for such awards. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. Consistent with the Compensation Committee’s grant practices described above, on April 24, 2024, the Compensation Committee awarded options to our NEOs; this date fell within the period beginning four business days before our filing of a current report on Form 8-K that disclosed material nonpublic information (specifically, the report on Form 8-K that disclosed the hire of our Chief Financial Officer, Darin Harper), and ending one 2 Mr. Sheehan’s compensation as Interim CEO is detailed in his letter agreement with the Company dated December 9, 2024; he did not receive Conditional Retention Awards.

  121. Elements of Compensation

    (1)Represents the change in market price of the Company’s stock price at market close the day prior to (April 23, 2024) and on trading day following (April 25, 2024) the disclosure of material nonpublic information as described in the paragraph above. 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 2024 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 2024 Summary Compensation Table below. Severance Benefits. We have entered into employment agreements with certain of our NEOs. These agreements provide such 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 and Other Arrangements below.

  122. CEO Pay Ratio

    CEO Pay Ratio The Compensation Committee reviewed a comparison of our Chief Executive Officer’s annual total compensation in fiscal 2024 to that of all other Company employees for the same period. Our calculations included employees who were active as of November 6, 2024. 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 23,182 and our total employee population without our Canadian employees was 22,984. The median employee was identified using all earnings for fiscal 2024, as reported in our payroll system. Compensation was annualized for all employees including Mr. Morris, who was serving as our Chief Executive Officer as of November 6, 2024, other than seasonal or temporary employees, based on the number of days employed during fiscal 2024. Payments which were not expected to be repeated throughout the year were not annualized. Mr. Morris had fiscal 2024 annual total compensation of $2,036,419, as reflected in the Summary Compensation Table included in this Proxy Statement. Our median employee’s annual total compensation for fiscal 2024 was $22,687 (based on the same methodology used in calculating total compensation as reported in the Summary Compensation Table). Mr. Morris’ annual total compensation was approximately 91.4 times that of our median employee.

  123. CEO Pay Ratio

    | Dave & Buster’s Entertainment, Inc. | 46 |

  124. Risk Assessment Disclosure

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(6) | Total ($) | | Chris Morris (Former CEO) | 2024 | 712,500 | — | 999,922 | 499,970 | — | 11,059 | 2,223,451 | | | 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 | | Kevin M. Sheehan (Interim CEO) | 2024 | 134,039 | — | — | — | — | 356,198 | 490,237 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | 342,115 | — | 2,000,000 | — | 794,750 | 350 | 3,137,215 | | Michael Quartieri (CFO) | 2024 | 207,923 | — | 211,948 | — | — | 353,664 | 773,535 | | | 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 | | Darin Harper (CFO) (5) | 2024 | 305,096 | — | 2,158,424 | 520,290 | 200,000 | — | 3,183,810 | | Antonio Bautista (Chief International Development Officer) | 2024 | 438,496 | — | 142,327 | 56,655 | 128,100 | 12,157 | 777,735 | | | 2023 | 435,212 | — | 160,125 | 160,125 | — | — | 755,462 | | | 2022 | 420,350 | — | 1,998,409 | 569,392 | 540,126 | 6,250 | 3,534,527 | | John B. Mulleady (Chief Development Officer) | 2024 | 464,940 | | 180,993 | 56,655 | 135,825 | 3,275 | 841,688 | | | 2023 | 461,457 | — | 203,694 | 67,901 | — | 5,834 | 738,886 | | | 2022 | 442,330 | — | 2,087,293 | 596,909 | 570,814 | 9,332 | 3,706,678 | | Tony Wehner (Chief Operating Officer) | 2024 | 464,940 | | 179,891 | 63,706 | 180,000 | 9,657 | 898,194 | | | 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 |

  125. Risk Assessment Disclosure

    | Grants of Plan-Based Awards in Fiscal 2024 |

  126. Risk Assessment Disclosure

    | Outstanding Equity Awards at Fiscal Year-End 2024 |

  127. Risk Assessment Disclosure

    | Fiscal 2024 Option Exercises and Stock Vested |

  128. Risk Assessment Disclosure

    | | OPTION AWARDS | | STOCK VESTED | | | NAME | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Chris Morris | — | $— | 8,702 | $421,520 | | Kevin M. Sheehan | — | $— | 18,788 | $1,006,479 | | Michael Quartieri | — | $— | 1,891 | $101,186 | | Darin Harper | — | $— | — | $— | | Antonio Bautista | — | $— | 4,260 | $166,542 | | John B. Mulleady | 42,824 | $791,996 | 12,866 | $648,688 | | Tony Wehner | — | $— | 4,123 | $159,154 |

  129. Risk Assessment Disclosure

    | Fiscal 2024 Nonqualified Deferred Compensation |

  130. Risk Assessment Disclosure

    | Pay vs. Performance Disclosure |

  131. Pay vs. Performance Financial Measures

    Pay vs. Performance Financial Measures A significant portion of our NEOs’ 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 (see discussion of how Adjusted EBITDA is calculated at Appendix A) •Enterprise ROIC •Total Sales •Same Store Sales

  132. Pay vs. Performance Financial Measures

    | Dave & Buster’s Entertainment, Inc. | 57 |

  133. 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 (aggregated) 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 at the beginning of fiscal year 2020, for fiscal years 2024, 2023, 2022, 2021 and 2020:

  134. 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 (aggregated) and average non-PEO NEO compensation actually paid versus the Company's net income (loss) and Adjusted EBITDA for fiscal years 2024, 2023, 2022, 2021 and 2020:

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

    | Dave & Buster’s Entertainment, Inc. | 58 |

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

    | Employment Agreements and Other Arrangements |

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

    We have entered into employment agreements with Messrs. Harper, Bautista, Mulleady and Wehner to reflect the then current compensation arrangements for Messrs. Harper, Bautista, Mulleady and Wehner 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 of Messrs. Harper, Bautista, Mulleady and Wehner provides for an initial term of one year, subject to automatic one-year renewals unless terminated earlier by the officer or us. Under the terms of the employment agreements, each of Messrs. Harper, Bautista, Mulleady and Wehner 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. 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, as discussed in further detail under Potential Payments Upon Termination or Change-in-Control — Payments Pursuant to Employment Agreements below. We entered into a letter agreement with Mr. Sheehan in connection with his appointment as Interim CEO, effective December 10, 2024 (the “Sheehan Agreement”). Pursuant to the Sheehan Agreement, Mr. Sheehan is entitled to receive: (i) a base salary at an annual rate of $850,000, (ii) a prorated annual bonus based on his service as Interim CEO, with a target bonus of 100% of his base salary, (iii) a grant of RSUs with a grant date value of $2,000,000, which will vest in full upon the earliest to occur of (x) one year from the date of grant, (y) the commencement date of employment of a permanent Chief Executive Officer (other than Mr. Sheehan), or (z) the termination of his employment in connection with a change in control; (iv) a grant of PSUs with respect to up to 20,000 shares of Company common stock having a one-year performance period that will be earned only upon achieving specified stock price levels and vesting terms established by the Compensation Committee; and (v) reimbursement of business expenses, including certain commuting and housing expenses (not to exceed $15,000 per month in the aggregate absent further approval). The Sheehan Agreement also provides for customary restrictive covenants, including non-compete, non-solicit and non-hire and confidentiality covenants. As the issuance of the RSUs and PSUs to Mr. Sheehan pursuant to the Sheehan Agreement is contingent upon stockholder approval of the 2025 Plan, they are not included in the Summary Compensation Table or Grants of Plan-Based Awards Table above. Our executive officers are also entitled to participate in the Executive Incentive Plan, the 2014 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. If approved by our shareholders at the Annual Meeting, our executive officers will also be entitled to participate in the 2025 Plan.

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

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

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

    The following is a discussion of the rights of the NEOs under the 2014 Plan and the employment agreements with Messrs. Harper, Bautista, Mulleady and Wehner following a termination of employment or change of control.

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

    | Dave & Buster’s Entertainment, Inc. | 59 |