Wingstop Inc
For the period ended May 23, 2024. Filed Apr 4, 2024.
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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.
May 23, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 |
(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 all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
LETTER TO OUR STOCKHOLDERS
April 4, 2024
Dear Fellow Stockholder:
We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Wingstop Inc. to be held on Thursday, May 23, 2024, at 9:00 a.m. Central Time. We will be holding the Annual Meeting virtually via the Internet to maximize your ability to participate in the meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to the Annual Meeting. The Notice of Annual Meeting of Stockholders and this Proxy Statement describe the business that will be acted upon at the meeting.
For your convenience, we will take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to stockholders over the Internet. We believe that thise-proxy process expedites stockholders’ receipt of proxy materials while also lowering the costs and reducing the environmental impact of our Annual Meeting. On or about April 4, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2023 Annual Report and how to vote over the Internet or how to request and return a proxy card by mail. For information on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials, proxy materials email, or proxy card you receive to assure that your shares will be represented and voted at the Annual Meeting even if you cannot attend. Copies of the Proxy Statement and 2023 Annual Report are available at www.proxydocs.com/WING.
Your vote is important. Even if you plan to attend the virtual meeting, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares during the virtual meeting if you are able to attend.
On behalf of your Board of Directors, thank you for your continued support of and interest in Wingstop.
Sincerely,
| Lynn Crump-Caine | Michael J. Skipworth |
|---|---|
| Chair of the Board of Directors | President and Chief Executive Officer |
15505 Wright Brothers Drive
Addison, Texas 75001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2024
| Time: | 9:00 a.m. Central Time | |
|---|---|---|
| Date: | May 23, 2024 | |
| Virtual Meeting Site*: | www.proxydocs.com/WING | |
| Record Date: | Stockholders of record at the close of business on March 25, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournments, postponements, or recesses thereof. | |
| Purpose: | (1) | Elect three Class III directors nominated by the Board of Directors for a term that expires at the 2027 Annual Meeting of Stockholders; |
| (2) | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024; | |
| (3) | Approve, on an advisory basis, the compensation of our named executive officers; | |
| (4) | Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers; | |
| (5) | Approve the Wingstop Inc. 2024 Omnibus Incentive Plan; | |
| (6) | Vote on the stockholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting; and | |
| (7) | Consider and act upon such other business as may properly come before the Annual Meeting or any adjournments, postponements, or recesses thereof. | |
| Stockholder Register: | A list of the stockholders entitled to vote at the Annual Meeting may be examined during regular business hours at our executive offices, 15505 Wright Brothers Drive, Addison, Texas 75001, during the ten-day period preceding the meeting. | |
| Voting: | Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. Please vote by telephone or electronically through the Internet or, if you requested a proxy card via mail, sign, date, and return the proxy card in the enclosed business reply envelope, to ensure your representation at the Annual Meeting. | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 23, 2024 This notice and the accompanying Proxy Statement, proxy card, and 2023 Annual Report are available at www.proxydocs.com/WING.
[Continued on next page]
| * | We have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see “Proxy Statement Summary—Virtual Annual Meeting of Stockholders” for more detailed information. Stockholders will be able to attend the Annual Meeting and vote from any location via the Internet. |
|---|
By order of the Board of Directors,
Albert G. McGrath
Senior Vice President, General Counsel & Secretary
April 4, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.