Nathan's Famous stockholders approve Smithfield Foods merger

Nathan's Famous, Inc. stockholders have approved the company's merger with Smithfield Foods, Inc., following a special meeting held on October 23, 2026. The vote confirms the agreement signed on January 20, 2026, which will see Boardwalk Merger Sub Inc., a subsidiary of Smithfield Foods, merge with and into Nathan's Famous. Upon completion, Nathan's Famous will survive the transaction as a wholly-owned subsidiary of Smithfield Foods.

The special meeting, which convened at 9:00 A.M. Eastern Time, required a quorum to proceed. As of the record date on September 22, 2026, 4,097,661 shares of common stock were entitled to vote. Holders of 3,276,011 shares were present in person or by proxy, representing approximately 79.94% of the outstanding voting shares. This attendance satisfied the quorum requirement under Delaware General Corporation Law.

Stockholders voted on three primary proposals related to the transaction. The first was the Merger Proposal, which sought approval of the Agreement and Plan of Merger. The second was a Compensation Advisory Proposal, requesting non-binding approval for compensation payable to named executive officers that relates to the merger. The third was an Adjournment Proposal, which would allow the company to delay the meeting to solicit additional proxies if votes were insufficient.

The Merger Proposal received strong support, with 3,229,773 votes in favor. There were 28,025 votes against and 18,213 abstentions. With no broker non-votes recorded for this proposal, the required vote was met. The Compensation Advisory Proposal also passed but with less unanimity; it garnered 2,263,635 votes in favor against 888,724 votes against and 123,652 abstentions. The Adjournment Proposal was approved with 3,158,003 votes in favor, 98,630 against, and 19,378 abstentions.

Although sufficient votes were cast to approve the adjournment proposal, the company noted that an adjournment was not necessary because the Merger Proposal had already been approved. The filing was signed by Eric Gatoff, Chief Executive Officer of Nathan's Famous, on October 23, 2026. The company is incorporated in Delaware and its common stock trades on the NASDAQ Global Market under the ticker symbol NATH.