CAVA GROUP INC

For the period ended Jun 20, 2024. Filed Apr 29, 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.

Jun 20, 2024 · Filed Apr 29, 2024

CAVA$59.15-1.4%Stored close · as of Nov 6, 2026

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DEF 14A 1 proxystatement2024.htm DEF 14A

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

(Amendment No. )

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

CAVA GROUP, INC.

(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 the appropriate box):

☒	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.

14 Ridge Square NW, Suite 500

Washington, D.C. 20016

Telephone: (202) 400-2920

April 29, 2024

Fellow Stockholders:

You are cordially invited to attend CAVA Group, Inc.’s 2024 Annual Meeting of Stockholders on Thursday, June 20, 2024 at 10:00 a.m. (Eastern Daylight Time). To attend the Annual Meeting online, vote your shares electronically, and submit your questions during the live audio webcast, visit www.virtualshareholdermeeting.com/CAVA2024 and enter the control number shown on your Notice of Internet Availability of Proxy Materials. If you received a printed copy of the proxy materials, you will find your control number on the proxy card or the instructions that accompanied your proxy materials.

This Proxy Statement and accompanying proxy card are first being distributed or made available to stockholders, as the case may be, on or about April 29, 2024. Only CAVA stockholders of record at the close of business on April 22, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting. Whether or not you attend the meeting, your vote is important to us. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.

On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued support and interest in CAVA.

Sincerely,

Brett Schulman

Co-Founder & CEO

CAVA Group, Inc.14 Ridge Square NW, Suite 500Washington, D.C. 20016

YOUR VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 20, 2024:The Notice of Annual Meeting, Proxy Statement and our 2023 Annual Report to Stockholders are available electronically at www.virtualshareholdermeeting.com/CAVA2024
		To Our Stockholders
Notice of Annual Meeting of StockholdersDate:Thursday, June 20, 2024Time:10:00 a.m. Eastern Daylight TimePlace:Virtually at www.virtualshareholdermeeting.com/CAVA2024	The principal business of the Annual Meeting will be to:
	Elect the three Class I directors named in this Proxy Statement to serve for a three-year term;
	Approve an amendment and restatement of our 2023 Equity Incentive Plan;
	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2024; and
	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.
		You can vote at the Annual Meeting virtually or by proxy if you were a stockholder of record at the close of business on April 22, 2024. By submitting your proxy (via the Internet, telephone or mail), you authorize Brett Schulman, Chief Executive Officer, Robert Bertram, Chief Legal Officer, and Tricia Tolivar, Chief Financial Officer, to represent you and vote your shares at the 2024 Annual Meeting in accordance with your instructions. They will also be authorized to vote your shares in their discretion on any other matters which may properly come before the Annual Meeting or at any postponement(s) or adjournment(s) of the meeting.We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.By Order of the Board of Directors,Robert BertramChief Legal Officer & Secretary

Table of Contents

Proxy Summary	1
Voting Matters and Board Recommendations	1
How to Vote	1
Director Nominees	2
Director Snapshot	2
Proposal No. 1 - Election of Directors	3
Director Biographies	4
Corporate Governance	9
Corporate Governance Guidelines	9
Code of Business Conduct and Ethics	9
Director Independence	9
Communication with Directors	9
Background and Experience of Directors; Board Diversity	9
Director Nominations	10
Related-Party Transaction Policy	10
Board Leadership Structure	11
Risk Oversight	12
Board Meetings and Committees	12
Ownership of Common Stock	16
Certain Beneficial Owners, Directors and Officers	16
Policies on Hedging and Pledging	18
Director Compensation	19
Director Compensation Table	19
Executive Officers	21
Executive Compensation	23
Summary Compensation Table	23
Narrative to Summary Compensation Table	24
Outstanding Equity Awards at Fiscal Year-End	28
Potential Payments upon Termination or Change in Control	29
Certain Relationships and Related-Party and Other Transactions	31
Proposal No. 2 - Approve an Amendment and Restatement of our 2023 Equity Incentive Plan	33
Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm	42
Pre-Approval Policies and Procedures	43
Audit Committee Report	44
Questions and Answers	46
Other Business	51
Procedure for Submitting Proposal	52
Householding	53
Appendix	A-1

ContentsView on SEC.gov

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