From what document is the information regarding certain relationships, related transactions, and director independence incorporated by reference for Benihana?

According to Benihana's 2024 Franchise Disclosure Document, information pertaining to certain relationships and related transactions, as well as director independence, is incorporated by reference from the Company's Proxy Statement for the 2024 Annual Meeting of Stockholders. This means that instead of providing all the details directly within the FDD, Benihana refers prospective franchisees to another document where this information can be found.

For a potential Benihana franchisee, this means they will need to obtain and review the referenced Proxy Statement to understand the relationships and transactions involving Benihana's directors and related parties, as well as the independence of the directors. This information is important for assessing potential conflicts of interest and the overall governance structure of the company.

It is common practice for franchise documents to incorporate information by reference to avoid redundancy and keep the FDD concise. However, it places the onus on the franchisee candidate to seek out and carefully examine all referenced materials to make a fully informed investment decision. Benihana candidates should obtain a copy of the 2024 Proxy Statement for the Annual Meeting of Stockholders and review it carefully.