Summary of NATHANS FAMOUS INC

Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below, at the annual meeting of stockholders of Nathan's Famous, Inc. (the "Company") held on September 13, 2012, the stockholders of the Company approved an amendment to the Nathan's Famous, Inc. 2010 Stock Incentive Plan (the "2010 Plan") which, among other things, increased the number of shares of the Company's common stock, par value $.01 per share (the "Common Stock") subject to the 2010 Plan by 250,000 shares. The amendment to the 2010 Plan was previously approved by the Company's Board of Directors on July 16, 2012 subject to stockholder approval.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 13, 2012, Nathan's Famous, Inc. (the "Company") held its annual meeting of stockholders. At the annual meeting, stockholders of the Company voted on the matters set forth below. Each outstanding common share as of the record date was entitled to one vote on the proposals voted on at the meeting.

1. The proposal to elect nine directors was approved based upon the following votes:

      Name           For     Withheld  Broker Non-Votes
Robert J. Eide   3,265,751    75,585          820,194
Eric Gatoff      3,027,534   313,802          820,194
Brian S. Genson  3,273,679    67,657          820,194
Barry Leistner   3,300,063    41,273          820,194
Howard M. Lorber 2,908,346   432,990          820,194
Wayne Norbitz    2,988,495   342,841          820,194
Donald Perlyn    2,984,120   357,216          820,194
A.F. Petrocelli  2,907,799   433,537          820,194
Charles Raich    2,903,123   438,213          820,194

2. The approval of an amendment to the 2010 Plan which will, among other things, increase the number of shares of the Company's Common Stock, subject to the 2010 Plan by 250,000 shares:

For Against Abstain Broker Non-Votes 2,538,660 791,478 11,198 820,194

3. The proposal to ratify the appointment of Grant Thornton LLP as the Company's auditors for fiscal 2013 was approved based on the following votes:

For Against Abstain Broker Non-Votes 4,129,291 8,619 23,620 0