Nathan's Famous sets Oct. 23 vote on $102-a-share Smithfield buyout

What happened

Nathan's Famous, Inc. filed a definitive proxy statement with the Securities and Exchange Commission on September 24, 2026, scheduling a special meeting of stockholders for October 23, 2026 at 9:00 a.m. Eastern Time. The meeting will be held online only, at www.virtualshareholdermeeting.com/NATH2026SM.

The filing states that stockholders of record as of the close of business on September 22, 2026 may vote. Shareholders are being asked to vote on three proposals: adopting the merger agreement, approving merger-related executive compensation on an advisory basis, and approving possible adjournments of the meeting to gather more proxies.

The merger agreement, dated January 20, 2026, is among Nathan's Famous, Smithfield Foods, Inc. (the parent) and Boardwalk Merger Sub Inc., a wholly-owned Smithfield subsidiary. Under its terms, the subsidiary would merge into Nathan's Famous, which would survive as a wholly-owned Smithfield subsidiary.

If the merger closes, each share of Nathan's common stock would be converted into the right to receive $102.00 in cash, without interest, less applicable withholding tax, unless the holder properly demands appraisal under Delaware law. Nathan's board recommends voting for all three proposals.

The company's shares closed at $94.40 on the day of the filing, down 3.16% from the prior close of $97.48, according to the price data.

The voting agreement

The proxy says that when the merger agreement was signed, Nathan's, each member of its board of directors, and certain listed stockholders entered into a voting agreement with Smithfield and the merger subsidiary. Under it, those directors and stockholders agreed to vote all of their shares in favor of adopting the merger agreement, subject to the terms and conditions in that agreement.

The voting agreement is attached as Annex B to the proxy statement. The filing directs readers to a section titled "The Voting Agreement" for more detail.

What this means

A DEFM14A is a definitive proxy statement. It is the document a public company must file with the SEC before asking shareholders to vote on a major matter, and it must be on file and mailed to shareholders before the meeting. "Definitive" distinguishes it from a preliminary proxy, which is filed first in draft form; "14A" refers to the section of the Securities Exchange Act of 1934 that governs the solicitation of shareholder votes.

The vote itself is the mechanism that turns a signed merger agreement into a completed deal. The proxy requires the affirmative vote of holders of a majority of Nathan's shares outstanding as of the record date to adopt the merger agreement. Because that threshold is based on all outstanding shares, not just shares that vote, not voting has the same effect as voting against. The proxy states plainly that failing to submit a proxy, failing to attend, or failing to instruct a broker in the case of "street name" shares will all count as a vote against the merger. Abstentions count the same way.

The other two proposals are procedural. A "say-on-golden-parachute" vote, formally the Compensation Advisory Proposal, lets shareholders register an opinion on severance and change-in-control payments to the named executive officers. It is explicitly non-binding, and the proxy notes it needs only a majority of votes cast as long as a quorum is present. The Adjournment Proposal, also requiring a majority of votes cast, allows management to keep the meeting open to solicit additional votes if the merger proposal falls short.

Nathan's Famous is a Jericho, New York company whose common stock trades under the ticker NATH. Its business, per the filing's cover page, is listed as retail-eating places. Smithfield Foods is described in the filing as a Virginia corporation.

The price gap between the $102.00 merger consideration and the $94.40 close is the difference between the deal price and where shares trade before the vote. The sources provided do not explain why the shares moved on the filing date, and no reason is stated for the 3.16% decline.

Appraisal rights, referenced in the proxy, are a Delaware statutory remedy. A shareholder who does not vote for the merger and follows the procedures in Section 262 of the Delaware General Corporation Law may ask a Delaware court to determine the fair value of their shares instead of accepting the merger price. The proxy notes the demand must be delivered in writing before the vote at the special meeting.

The filing does not state when the merger is expected to close, and it does not disclose the outcome of the vote, which will not be known until the meeting is held.