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Name of Registrant: Nathan’s Famous Inc.
Name of persons relying on exemption: California Public Employees Retirement System (CalPERS)
Address of persons relying on exemption: 400 Q Street, Sacramento, CA 95811
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the
Rule, but is made voluntarily in the interest of public disclosure and consideration of these important issues.
September 11, 2019
Dear Nathan's Famous, Inc. Shareowner:
Support Shareowner Proposal #4 Requesting Majority Vote
We urge shareowners to support proposal #4 at the company’s September 18, 2019 Annual General Meeting. As of record date July 23, 2019, CalPERS owned approximately 9,900 shares of
Nathan's Famous, Inc. common stock. As a long-term shareowner of the company we ask that you support our non-binding shareowner proposal requesting the Board of Directors amend the company’s governing documents to allow for a majority voting
standard in director elections, while retaining a plurality vote standard for contested director elections.
Majority Vote for Director Elections is Becoming Widely Accepted
Plurality voting is rapidly being replaced with majority voting in uncontested director elections as a growing number of large companies have adopted it as a corporate governance
best practice. Approximately 92% of the companies in the S&P 500 and 47% of the companies in the Russell 3000 have adopted some form of majority voting – an indication of the current direction of good corporate governance.
A Plurality Vote Standard Disenfranchises Shareowners
CalPERS believes that a plurality voting standard effectively disenfranchises shareowners when directors run unopposed. Under the existing plurality standard, uncontested director
nominees can be elected with a single “For" vote, leaving votes “Withheld” with no legal effect whatsoever. While under the CalPERS majority vote request, director nominees would need to be elected by the affirmative vote of a majority of shares
represented and voting at a duly held meeting. Majority voting would give shareholders a meaningful voice in determining who will represent them on the board.
Support Proposal #4 requesting Majority Vote for Director Elections
We believe a majority vote standard is essential to a sustainable system of governance that fosters director accountability and long-term value creation. Fully accountable governance
structures through the adoption of majority vote should be in place to offer shareowners a meaningful voice in the director election process. Please vote “FOR” shareowner proposal #4.
Should you have any questions please feel free to contact Todd Mattley, CalPERS Associate Investment Manager at Engagements@calpers.ca.gov or 916-795-0565.
Thank you for your support.
Sincerely,
Simiso Nzima
Investment Director, Global Equity
CalPERS Investment Office