SUBSEQUENT EVENTS |
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Jun. 28, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| SUBSEQUENT EVENTS | NOTE
K - SUBSEQUENT EVENTS: On August 31, 2026, the Company’s Chief Executive
Officer, Mr. Brandon Solano, delivered email correspondence (the “Solano
Correspondence”) to the Chairman of the Company’s Audit Committee, Mr.
William C. Hammett, Jr. to “formally complain about workplace harassment and
discrimination by RAVE Restaurant Group’s Board of Directors, the Compensation
Committee members, and Chairman Mark Schwarz.” The Solano Correspondence
claimed harassment, intimidation, and threats, resulting in the Company’s
failure to increase Mr. Solano’s annual base salary. The Solano Correspondence included a request for the
Company to conduct “an investigation by an outside investigator to address
these concerns” (an “Independent Investigation”). Solano also
claimed that he had “filed a complaint with the Civil Rights Division of the
Texas Workforce Commission due to the discrimination I have endured from RAVE’s
board” (the “Texas Workforce Claim”). The Company engaged the
Hagan Law Group on September 1, 2026, to conduct the Investigation. As of the
date of this report, we have not received any notification, written or
otherwise, from the Texas Workforce Commission regarding the Texas Workforce
Claim, so we are unable to assess Mr. Solano’s claims at this time on anything
other than the Solano Correspondence and the advice we have received from the
Hagan Law Group. Many of the claims set forth in the Solano
Correspondence relate to Mr. Solano’s assertion the Company has denied him
salary increases enjoyed by other RAVE employees and Executive Team members
based on his race and national origin (the “Discriminatory Compensation
Claims”). In the context of the Discriminatory Compensation Claims
asserted by Mr. Solano, we believe it material to provide the following facts
regarding Mr. Solano’s compensation history. Fiscal Year 2026. On October 20, 2025, the Rave Restaurant Group
Compensation Committee passed a resolution to increase Mr. Solano’s salary to
$370,000 per annum, with a proportional increase in his associated target bonus
opportunity and restricted stock unit grants. The increased salary, bonus
potential, and restricted stock grants were effective as of the first regular
pay date after October 21, 2025 (the “Fiscal 2026 Compensation Increase”).
Mr. Solano emailed our Chairman on August 26, 2026, with a request for a
significant increase in his combined salary, bonus, and equity compensation as
well as to be appointed as a member of the Company’s Board of Directors (the “Requested
Compensation Increase”). Mr. Schwarz initiated a phone conversation
with Mr. Solano the next day, August 27, 2026 where Mr. Schwarz indicated to
Solano that his Requested Compensation Increase beginning Fiscal Year 2027 and
increasing 2.5 times to $2.3 million annually for Fiscal Year 2029 could be
discussed at the Board’s upcoming meeting, but that for Mr. Schwarz such a
request was a “non-starter”. Four days later, the Solano Correspondence was
delivered to the Company. Fiscal Years 2020-2025. For additional context, we have provided historic
compensation information regarding Mr. Solano’s summary compensation prior to
the Fiscal Year 2026 Compensation Increase for the Company’s fiscal years
2020-2025, as reported in the Company’s publicly filed proxy statements on
Schedule 14A:
Total compensation in the amount of $4.3
million beginning with the partial year worked in Fiscal Year 2020, which does
not include additional compensation received during the Fiscal Year 2026 and
Fiscal Year 2027 to date. Employment Agreement. Mr. Solano has an employment letter with the
Company (the “Solano Agreement”) confirming his employment as
Chief Executive Officer of the Company. The Solano Agreement provides for
at-will employment at an annual base salary, subject to adjustment over time,
which is currently $370,000. The Solano Agreement also provides for incentive
compensation of up to $555,000 or 150% of base annual salary split equally
between annual cash bonus and restricted stock units granted under the
Company’s 2015 Long Term Incentive Plan, which continued under the 2025 LTIP
Plan. Restricted stock units represent the right to receive shares of common
stock upon satisfaction of vesting requirements and performance conditions over
a period of three fiscal years. Mr. Solano is also entitled to other
typical benefits generally available to senior executives of the Company. The
Solano Agreement also contains a covenant not to compete which precludes
Mr. Solano from engaging in any pizza restaurant business for a period of
12 months after the termination of his employment, as well as non-disclosure,
non-solicitation, and other common employment covenants. The Board takes any claim of harassment or
discrimination very seriously and is reviewing the available information and
will determine what actions, if any, are warranted after the Independent
Investigation is completed and we have had the opportunity to review and
respond to the Texas Workforce Claim. Management believes that any such claims and actions
currently pending are either covered by insurance or would not have a material
adverse effect on the Company’s annual results of operations or financial
condition if decided in a manner that is unfavorable to the Company.
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