Wingstop Inc.
For the period ended May 21, 2026. Filed Apr 2, 2026.
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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 21, 2026 · Filed Apr 2, 2026
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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 2, 2026
Dear Fellow Stockholder:
We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Wingstop Inc. to be held on Thursday, May 21, 2026, 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 have elected to take advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to our 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 2, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2025 Annual Report and how to submit your proxy over the Internet or by telephone or request and return a proxy card by mail. For information on how to submit your proxy or vote your shares, please refer to the Notice of Internet Availability of Proxy Materials, proxy materials email, or proxy card you receive to ensure that your shares will be represented and voted at the Annual Meeting, even if you cannot attend. Copies of the Proxy Statement and 2025 Annual Report are available at www.proxydocs.com/WING.
Your vote is important. Even if you plan to attend the Annual Meeting, please follow the instructions provided to you and submit your proxy today. This will not prevent you from voting your shares during the Annual 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 |
2801 N Central Expressway
Suite 1600
Dallas, Texas 75204
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2026
| Time: | 9:00 a.m. Central Time | |
|---|---|---|
| Date: | May 21, 2026 | |
| Virtual Meeting Site*: | www.proxydocs.com/WING | |
| Record Date: | Stockholders of record at the close of business on March 23, 2026 are entitled to notice of and to vote at the Annual Meeting or any adjournments, postponements, or recesses thereof. | |
| Purpose: | (1) | Elect three Class II 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 2026; | |
| (3) | Approve, on an advisory basis, the compensation of our named executive officers; | |
| (4) | Approve an amendment to the Certificate of Incorporation to provide the Board of Directors the power to adopt, amend or repeal our Bylaws; | |
| (5) | Ratify prior amendments by the Board of Directors to the Bylaws to: (a) amend the advance notice provisions for stockholder proposals and nominations to require stockholders to provide certain additional information, to remove references to Roark Capital Management and its affiliates and to clarify and modernize certain other provisions of the Bylaws (adopted by the Board on February 21, 2018); (b) provide for procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and proposals and availability of stockholders lists and to make certain other technical, ministerial, clarifying and conforming changes, including to align the Bylaws with various provisions of the DGCL (adopted by the Board on December 2, 2022); and (c) eliminate the sole supermajority voting requirement (adopted by the Board on May 22, 2025). | |
| (6) | Consider and act upon such other business as may properly come before the Annual Meeting or any adjournments, postponements, or recesses thereof. | |
| Attendance and Stockholder Questions: | In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/WING prior to the deadline of May 18, 2026 at 5:00 p.m. Eastern Time. The control number located in the green box on the upper-right corner of your proxy card and/or voting authorization form will be required to register. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the meeting, and you will have the ability to submit questions prior to the Annual Meeting. | |
| 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, 2801 N Central Expressway, Suite 1600, Dallas, Texas 75204, during the ten-day period ending on the date before the Annual 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 submit your proxy 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. | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 21, 2026 This notice and the accompanying Proxy Statement, proxy card, and 2025 Annual Report are available at www.proxydocs.com/WING.
| * | 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 Annual 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
Secretary
April 2, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.