Nathan’s Famous Shareholders Approve Smithfield Merger, Closing Set for Monday

Key Points

• Nathan’s Famous shareholders approved the proposed merger with Smithfield Foods, with 3,229,773 shares—about 78.81% of outstanding shares—voting in favor.
• The transaction is expected to close Monday, after which Nathan’s Famous will become a wholly owned Smithfield subsidiary; merger consideration is expected to be paid as soon as reasonably practical after closing.
• Shareholders also approved, on a non-binding basis, merger-related executive compensation and an adjournment proposal, while final voting results will be filed with the SEC on Form 8-K within four business days.

Nathan's Famous NASDAQ: NATH stockholders approved the company’s proposed merger with Smithfield Foods at a special virtual meeting, clearing a key step toward the transaction’s expected closing.

Eric Gatoff, Nathan’s Famous chief executive officer and a member of its board, chaired the meeting. Stockholders considered three proposals: adoption of the merger agreement, an advisory vote on merger-related executive compensation, and a proposal permitting adjournment of the meeting if additional time had been needed to solicit proxies.

The merger agreement, dated Jan. 20, 2026, calls for Boardwalk Merger Sub, a wholly owned subsidiary of Smithfield Foods, to merge with and into Nathan’s Famous. Nathan’s Famous will survive the transaction as a wholly owned subsidiary of Smithfield.

Merger Proposal Receives Required Support

The merger proposal was approved with 3,229,773 shares voting in favor, representing approximately 78.81% of Nathan’s Famous’ outstanding common shares. Approval required affirmative votes from holders of a majority of the shares outstanding as of the Sept. 22, 2026 record date.

As of that date, Nathan’s Famous had 4,097,661 common shares issued and outstanding. Proxies received and shares represented virtually totaled 3,276,011 shares, or approximately 79.94% of outstanding shares, establishing a quorum for the meeting.

The company’s board unanimously recommended that stockholders vote in favor of the merger agreement.

Compensation and Adjournment Proposals Also Approved

Stockholders also approved, on an advisory and non-binding basis, compensation that may be paid or become payable to Nathan’s Famous named executive officers in connection with the merger. The proposal received 2,263,635 votes in favor, representing approximately 71.8% of votes cast at the meeting.

The adjournment proposal received 3,158,003 votes in favor, or approximately 96.97% of votes cast. The measure would have allowed the company to adjourn the special meeting if necessary to seek additional proxies in support of the merger agreement.

Closing Expected Monday

In response to a stockholder question about when merger consideration would be paid, Gatoff said the transaction was scheduled to close Monday and that payment would occur “as soon as reasonably practical following the closing.”

Nathan’s Famous said it expects to report final voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following the special meeting. The filing will also be available on the company’s investor relations website.

About Nathan's Famous (NASDAQ:NATH)

Nathan's Famous, Inc is a foodservice and consumer food products company best known for its Nathan's Famous brand of hot dogs. The company's offerings include hot dogs, sausages, hamburgers, crinkle-cut fries, chicken products, sandwiches, and other menu items served through restaurants, concessions, and foodservice channels.

The Nathan's Famous brand originated in 1916, when Nathan Handwerker opened a hot dog stand in Coney Island, Brooklyn. Today, the company operates and franchises restaurants and sells branded products through grocery retailers, mass merchants, club stores, and foodservice distributors.

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