BT Brands, Inc.
For the period ended Jun 19, 2026. Filed Jun 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 19, 2026 · Filed Jun 1, 2026
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DEF 14A 1 btb_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
BT BRANDS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
30 N Gould St Ste 12358
Sheridan, WY 82801
May 29, 2026
To the Stockholders of BT Brands, Inc.:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BT Brands, Inc. (the “Company”) to be held on Friday, June 19, 2026, at 10:00 a.m., Eastern Time, at 4519 Main St, Manchester, VT 05255.
The accompanying Notice of Annual Meeting and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Your vote is very important. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. Therefore, we urge you to vote and submit your proxy promptly by mail. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with your voting instruction card.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in BT Brands, Inc.
Sincerely yours,
/s/ Gary Copperud
Gary Copperud
Chief Executive Officer and Chairman
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | 10:00 a.m., Eastern Time, on Friday, June 19, 2026 |
|---|---|
| Place | 4519 Main St, Manchester, VT 05255. |
| Items of Business | 1. To elect four directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified. 2. To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. These items of business are more fully described in the Proxy Statement accompanying this Notice. |
| Record Date | May 29, 2026 Only stockholders of record as of May 29, 2026 are entitled to notice of and to vote at the Annual Meeting. |
| Availability of Proxy Materials | The Proxy Statement, Notice of Annual Meeting, form of proxy and our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (the “2025 Annual Report”), are first being sent or given on or about June 1, 2026 to all stockholders entitled to vote at the Annual Meeting. |
| Voting | Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions by mail as soon as possible. If you hold shares of common stock through an account with a broker, dealer, bank or other nominee, please follow the instructions you receive from them to vote your shares. |
By Order of the Board of Directors,
Gary Copperud
President and Chief Executive Officer
Minnetonka, Minnesota
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE DIRECTOR NOMINEES AND “FOR” PROPOSAL 2, AND FOR ANY OTHER PROPOSAL PROPERLY PRESENTED AT THE TIME OF THE ANNUAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 4 |
|---|---|
| THE ANNUAL MEETING | 4 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 10 |
| DIRECTOR NOMINEES AND EXECUTIVE OFFICERS | 11 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 12 |
| COMPENSATION INFORMATION | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 20 |
| REPORT OF THE AUDIT COMMITTEE | 22 |
| PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| OTHER INFORMATION | 24 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.