Wingstop Inc. Reports Director Changes and Compensation Details

TL;DR

Wingstop board shakeup: Muldowney out, Strader in. Officer comp details also filed.

AI Summary

Wingstop Inc. filed an 8-K on May 23, 2024, reporting on the departure of director Michael N. Muldowney and the election of new director Michael J. W. Strader. The filing also details compensatory arrangements for certain officers and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director changes and compensation, which typically carry low immediate risk.

Key Players & Entities

• Wingstop Inc. (company) — Registrant
• Michael N. Muldowney (person) — Departing Director
• Michael J. W. Strader (person) — Newly Elected Director
• May 23, 2024 (date) — Report Date

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share WING NASDAQ Global Select Mar

Filing Documents

• wing-20240523.htm (8-K) — 56KB
• exh101wingstop2024omnibusi.htm (EX-10.1) — 261KB
• exh102service-basedrsuagre.htm (EX-10.2) — 56KB
• exh103performance-basedrsu.htm (EX-10.3) — 55KB
• exh104stockoptionagreement.htm (EX-10.4) — 52KB
• exh105restrictedstockaward.htm (EX-10.5) — 46KB
• 0001636222-24-000091.txt ( ) — 744KB
• wing-20240523.xsd (EX-101.SCH) — 2KB
• wing-20240523_lab.xml (EX-101.LAB) — 21KB
• wing-20240523_pre.xml (EX-101.PRE) — 12KB
• wing-20240523_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 23, 2024, the Company held its 2024 Annual Meeting, at which the following proposals were voted upon: Proposal 1: Election of Directors Each director nominee was elected to the Board for a three-year term expiring at the annual meeting of stockholders to be held in 2027 and received the votes set forth below: Nominee Votes Cast For Votes Withheld Broker Non-Votes Kate S. Lavelle 19,914,449.71 5,804,383.00 1,049,433.00 Kilandigalu (Kay) M. Madati 20,039,059.99 5,679,772.72 1,049,433.00 Michael J. Skipworth 20,151,902.99 5,566,929.72 1,049,433.00 Proposal 2 : Ratification of the appointment of KPMG LLP The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024 was approved by the following vote: Votes Cast For Votes Cast Against Abstentions 26,707,894.61 10,193.72 50,177.38 Proposal 3: Advisory vote to approve executive compensation The compensation of the Company's named executive officers was approved, on an advisory basis, as set forth below: Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 24,727,897.35 960,075.00 41,227.36 1,039,066.00 Proposal 4: Advisory vote to approve the frequency of future advisory votes to approve executive compensation The majority of the shares represented selected "1 Year" as the frequency of future advisory votes to approve executive compensation. In light of the results of the advisory vote, the Company will continue to hold an advisory Say-on-Pay vote annually until the next stockholder vote on the frequency of future advisory votes to approve executive compensation. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 25,115,363.89 1,795.00 587,742.00 24,298.82 1,039,066.00 Proposal 5: Approval of the Wingstop Inc. 2024 Omnibus Incentive Plan The Wingstop Inc. 2024 Omnibus Incentive Plan was approved by the following vote: Votes Cast For Votes Ca

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Wingstop Inc. Date: May 23, 2024 By: /s/ Albert G. McGrath Senior Vice President

View Full Filing

View this 8-K filing on SEC EDGAR