AddisonTexas0001636222FALSE00016362222023-05-172023-05-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2023
WINGSTOP INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37425 | 47-3494862 |
| (State or other jurisdiction of incorporation or organization) | Commission File Number | (IRS Employer Identification No.) |
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| 15505 Wright Brothers Drive | | |
Addison, Texas | | 75001 |
| (Address of principal executive offices) | | (Zip Code) |
(972) 686-6500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | WING | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which the following proposals were voted upon:
Proposal 1: Election of Lynn Crump-Caine, Wesley S. McDonald and Anna (Ania) M. Smith to the Company’s Board, each to serve for a three-year term until the annual meeting of stockholders to be held in 2026.
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Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes |
| Lynn Crump-Caine | 18,791,912.40 | 9,003,501.00 | 1,001,416.00 |
| Wesley S. McDonald | 26,213,444.68 | 1,588,245.71 | 995,139.00 |
| Anna (Ania) M. Smith | 27,645,489.68 | 156,200.71 | 995,139.00 |
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Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
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Votes Cast For | Votes Cast Against | Abstentions |
| 28,739,817.76 | 21,606.64 | 35,405.00 |
Proposal 3: Advisory vote to approve executive compensation.
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Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 27,388,332.47 | 360,742.92 | 52,615.00 | 995,139.00 |
Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting received a sufficient number of votes to be approved.
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. |
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| Date: | May 17, 2023 | | By: | /s/ Albert G. McGrath |
| | | | Senior Vice President |