Date of Report (Date of earliest event reported): September 3, 2021
WINGSTOP INC.
(Exact name of registrant as specified in its charter)
Delaware
001-37425
47-3494862
(State or other jurisdiction of incorporation or organization)
Commission File Number
(IRS Employer Identification No.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 Market
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
Emerging growth company
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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. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2021, the Compensation Committee of Wingstop Inc. (the “Company”) approved modifications to the compensation of Michael Skipworth, President and Chief Operating Officer, and Alex Kaleida, Senior Vice President and Chief Financial Officer, in connection with their promotions, which were previously reported by the Company on its Form 8-K filed with the Securities and Exchange Commission on August 27, 2021. The Compensation Committee approved an increase of Mr. Skipworth’s annual base salary to $575,000 and an increase of Mr. Kaleida’s (i) annual base salary to $375,000, (ii) target cash bonus under the Company’s annual performance-based cash incentive opportunity to 50% of annual base salary, and (iii) target long term service-based and performance-based equity incentive compensation to 100% of annual base salary. The terms of the Company’s performance-based annual cash incentive opportunity and service-based and performance-based equity incentive awards are described in the “Elements of Executive Compensation” and “2021 Executive Compensation Program Changes” sections of the Company’s 2021 Proxy Statement and incorporated by reference herein.
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.
