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 |
WINGSTOP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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LETTER TO OUR STOCKHOLDERS
April 16, 2021
Dear Stockholder:
We cordially invite you to attend the 2021 Annual Meeting of Stockholders of Wingstop Inc. to be held on Thursday, May 27, 2021, at 10:00 a.m. central time. We will be holding the Annual Meeting virtually via the Internet to do our part to avoid the spread of coronavirus, or COVID-19, and maximize your ability to participate in the meeting despite the continued challenges of the global pandemic we are all facing.
Enclosed are the Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business that will be acted upon at the meeting, as well as our 2020 Annual Report, which includes our audited financial statements.
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 this e-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 16, 2021, we will begin mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2020 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 2020 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,
Charles R. Morrison
Chairman and Chief Executive Officer
WINGSTOP INC.
5501 LBJ Freeway, 5th Floor,
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 27, 2021
Time: | 10:00 a.m. central time | |||
Date: | May 27, 2021 | |||
Virtual Meeting Site*: | www.proxydocs.com/WING | |||
Record Date: | Stockholders of record at the close of business on March 29, 2021 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 2024 Annual Meeting of Stockholders; | ||
(2) | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2021; | |||
(3) | Approve, on an advisory basis, the compensation of our named executive officers; and | |||
(4) | Consider and act upon such other business as may properly come before the Annual Meeting or any adjournments, postponements, or recesses thereof. | |||
Stockholders Register: | A list of the stockholders entitled to vote at the Annual Meeting may be examined during regular business hours at our executive offices, 5501 LBJ Freeway, 5th Floor, Dallas, Texas 75240, during the ten-day period preceding the meeting. To access this list during the Annual Meeting, please visit www.proxydocs.com/WING. | |||
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 27, 2021
This notice and the accompanying Proxy Statement, proxy card and 2020 Annual Report are available at www.proxydocs.com/WING.
|
* | In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our people, including our stockholders, and taking into account federal, state and local guidance that has been issued, 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 SummaryVirtual 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 16, 2021
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in making a voting decision, and you should read the entire Proxy Statement carefully before voting. Unless the context indicates otherwise, references to Wingstop, we, our, us, or the Company are to Wingstop Inc. and its consolidated subsidiaries. References to the Board or the Board of Directors are to the Board of Directors of Wingstop Inc.
Annual Meeting Information
Time and Date: | May 27, 2021 at 10:00 a.m. central time | |
Virtual Meeting Site*: | www.proxydocs.com/WING | |
Record Date: | March 29, 2021 | |
Proxy Materials Distribution Date:
|
On or around April 16, 2021 |
* | In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our people, including our stockholders, and taking into account federal, state and local guidance that has been issued, 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 SummaryVirtual Annual Meeting of Stockholders for more detailed information. Stockholders will be able to attend the Annual Meeting and vote online via the Internet. |
Items of Business and Voting Recommendations
Agenda Items | Boards Voting Recommendation |
Page Reference (for more detail) | |||||
1. Election of three Class III directors (the Director Election Proposal)* |
FOR the election of each director nominee | 8 | |||||
2. Ratification of the appointment of KPMG LLP (the Auditor Ratification Proposal) |
FOR | 32 | |||||
3. Approval, on an advisory basis, of named executive officer compensation (the Say-on-Pay Proposal) |
FOR | 35 |
* | Pursuant to our Corporate Governance Guidelines, each of the director nominees has tendered an irrevocable resignation that becomes effective if (i) such nominee fails to receive more FOR votes than WITHHELD votes in an uncontested election of directors at an annual meeting and (ii) the Board accepts such resignation. For additional information concerning this policy, see Proposal 1Election of DirectorsVote Required; Director Resignation Policy for Failure to Receive Majority Vote in Election beginning on page 8. |
WINGSTOP INC. 2021 PROXY STATEMENT | 1 |
PROXY STATEMENT SUMMARY
HIGHLIGHTS FOR THE FISCAL YEAR 2020
|
Highlights of Wingstops performance during fiscal year 2020 include, among other things:
1. | As of 12/28/2020. |
2. | See note 2 in Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsKey Performance Indicators in our Form 10-K filed on February 18, 2021 for a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to our results as reported under GAAP. |
3. | For the fiscal quarter ending 12/26/2020. |
Recent Corporate Governance Highlights
Recent highlights of enhancements to Wingstops corporate governance practices include, among other things, the following:
2 | WINGSTOP INC. 2021 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Compensation Best Practices
The table below summarizes the Companys key executive compensation practices, including practices the Company has implemented that the Compensation Committee believes will help drive corporate performance, as well as those practices that the Company has chosen not to implement because the Company believes they do not serve its stockholders interests.
What We Do
|
What We DONT Do
| |||||
✓ |
Pay for performance. Tie pay to performance by ensuring that a significant portion of executive compensation is performance-based and at-risk. |
O |
Repricing. Stock option exercise prices are set equal to the grant date fair market value and may not be repriced, except for certain adjustments that may be made in connection with extraordinary transactions, such as dividend equivalency adjustments or a stock split. | |||
✓ |
Performance metrics tied to Company performance. The performance metrics for our performance-based cash bonus plan and performance-based equity awards are tied to the Companys performance, aligning executive and stockholder interests. We believe that cash-based performance compensation emphasizes pay-for-performance and rewards our executives for achieving performance goals, while equity-based performance compensation emphasizes the Companys long-term performance and further aligns the interests of our executives with those of our stockholders. |
O |
Excess golden parachute agreements. The termination benefits payable to our senior officers, other than our Chief Executive Officer, under our Executive Severance Plan generally range from only 1.0 to 2.0 times base salary and target bonus (generally only 2.0 to 2.5 times base salary and target bonus for our Chief Executive Officer under his employment agreement). | |||
✓ |
Robust stock ownership and retention guidelines. Our stock ownership and retention policy has guidelines requiring our Chief Executive Officer to own five (5) times his annual base salary in common stock or common stock derivatives and our executive vice presidents and senior vice presidents to own three (3) and two (2) times their annual base salary in common stock or common stock derivatives, respectively. |
O |
Tax gross-ups. Our equity award agreements and our Chief Executive Officers employment agreement do not provide for excise tax gross-ups. | |||
✓ |
Clawback policy. Our incentive-based compensation recoupment policy provides that, if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the federal securities laws, we may seek to recover any payment received by any current or former executive officer made in settlement of an equity or incentive award during the three-year period preceding the accounting restatement. The amount to be recovered will be based on the excess of the amount paid under the award over the amount that would have been paid under the award if the financial statements had been correct. |
O |
Share Recycling. We do not recycle shares withheld for taxes, shares settled in cash, or other liberal share-counting features. | |||
✓ |
Independent compensation consultant. The Compensation Committee uses Frederic W. Cook & Co. (FW Cook), an independent compensation consultant, to assist in designing its compensation policies. |
O |
Hedging or pledging shares. Our insider trading compliance policy prohibits our directors and named executive officers from any hedging or pledging of Company securities. | |||
✓ |
Listen to our Stockholders. We hold an advisory vote on executive compensation annually and actively review the results of these votes when we make compensation decisions. |
O |
Perquisites. We do not provide our executives with perquisites that differ materially from those available to employees generally. |
WINGSTOP INC. 2021 PROXY STATEMENT | 3 |
PROXY STATEMENT SUMMARY
Proposal 1Director Election Proposal
Director Nominees
The Board of Directors is asking you to elect the three nominees named below as Class III directors for terms that expire at the 2024 annual meeting of stockholders. The following table provides summary information about the three director nominees. For more information about the director nominees, see pages 9 and 10.
Name
|
Experience/Qualifications
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Independence
|
Board Positions and Committees
|
End of
|
||||||
Charles R. Morrison |
Corporate Governance, Executive Management, Financial & Accounting, International, Marketing, Operations, Restaurant Industry, Retail Industry, Risk Management, Strategy, Technology |
Not |
Chairman |
|
FY 2024 |
| ||||
Kate S. Lavelle |
Corporate Governance, Diversity, Executive Management, Financial & Accounting, International, Restaurant Industry, Risk Management, Strategy, Technology |
Independent |
Audit
|
|
FY 2024 |
| ||||
Kilandigalu (Kay) M. Madati |
Corporate Governance, Diversity, Executive Management, Marketing, Operations, Retail Industry, Risk Management, Strategy, Technology |
Independent |
Compensation
|
|
FY 2024 |
|
Vote Required
The election of the director nominees will be determined by a plurality of the votes cast at the 2021 Annual Meeting of Stockholders (the Annual Meeting). However, pursuant to our Corporate Governance Guidelines, each of the director nominees has tendered an irrevocable resignation that becomes effective if such nominee fails to receive more FOR votes than WITHHELD votes in an uncontested election of directors at an annual meeting and the Board accepts such resignation. For additional information concerning this policy, see Proposal 1Election of DirectorsVote Required; Director Resignation Policy for Failure to Receive Majority Vote in Election beginning on page 8. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of the vote required.
Proposal 2Auditor Ratification Proposal
Auditor Ratification
The Board is asking you to ratify the selection of KPMG LLP (KPMG) as our independent registered public accounting firm for the fiscal year ending December 25, 2021. On March 6, 2019, the Audit Committee approved the dismissal of Ernst & Young LLP (E&Y), which had served as our independent registered public accounting firm since 2014, and approved the appointment of KPMG. This change in auditors was not the result of disagreements with E&Y with respect to accounting principles, financial statement disclosures, or auditing scope or procedures. For additional information concerning our change in auditors, see Proposal 2Ratification of the Appointment of the Independent Registered Public Accounting Firm beginning on page 32. Also, set forth on page 34 is summary information with respect to the fees for services provided to us by KPMG during the fiscal years ended December 26, 2020 and December 28, 2019.
Vote Required
The approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of the vote required.
4 | WINGSTOP INC. 2021 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
Proposal 3Say-on-Pay Proposal
Say-on-Pay
Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the Exchange Act), we are asking our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For a detailed description of our executive compensation program, see Compensation Discussion and Analysis beginning on page 38.
Vote Required
The approval of the Say-on-Pay Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of the vote required.
Voting Procedures
Voting Rights of the Stockholders
Each share of our common stock is entitled to one vote on each matter to be acted upon at the Annual Meeting. Our stockholders are not entitled to cumulative voting rights, and dissenters rights are not applicable to the matters being voted upon at the Annual Meeting.
Only owners of record of shares of common stock at the close of business on March 29, 2021, the record date, are entitled to vote at the Annual Meeting, or at any adjournments, postponements, or recesses thereof. There were 29,736,838 shares of common stock issued and outstanding on the record date.
If your shares are held through a broker (typically referred to as being held in street name), you will receive separate voting instructions from your broker. You must follow the voting instructions provided to you by your broker in order to instruct your broker on how to vote your shares. Stockholders who hold shares in street name should generally be able to vote by returning the voting instruction card to their broker or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker.
With respect to each of the proposals to be acted upon at the Annual Meeting, you may vote as follows:
| Director Election Proposal: FOR each of the nominees, WITHHOLD from each of the nominees, FOR individual nominees, or WITHHOLD from individual nominees; |
| Auditor Ratification Proposal: FOR, AGAINST, or ABSTAIN; and |
| Say-on-Pay Proposal: FOR, AGAINST, or ABSTAIN. |
All properly executed written proxies, and all properly completed proxies submitted by the Internet or telephone, that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of the voting at the Annual Meeting.
Quorum
The presence, in person, by a duly authorized representative in the case of a corporation or other legal entity, or through representation by proxy, of the holders of a majority of the combined voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting (including abstentions and broker non-votes) is necessary to constitute a quorum to transact business at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.
Effect of Votes Withheld, Abstentions and Broker Non-Votes
Abstentions, broker non-votes and votes withheld are included in the number of shares of common stock present for determining a quorum for all proposals.
WINGSTOP INC. 2021 PROXY STATEMENT | 5 |
PROXY STATEMENT SUMMARY
The election of directors will be determined by a plurality of votes cast. As a result, votes WITHHELD will have no impact with respect to the election of directors, except that pursuant to our Corporate Governance Guidelines, each of the director nominees has tendered an irrevocable resignation that becomes effective if (i) such nominee fails to receive more FOR votes than WITHHELD votes in an uncontested election of directors at an annual meeting and (ii) the Board accepts such resignation. For additional information concerning this policy, see Proposal 1Election of DirectorsVote Required; Director Resignation Policy for Failure to Receive Majority Vote in Election beginning on page 8.
Pursuant to our Bylaws, except as otherwise required by applicable law or regulation or by the Charter, all matters other than the election of directors are determined by the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting. An abstention is not an affirmative vote, but an abstaining stockholder is considered entitled to vote at the Annual Meeting. Accordingly, an abstention will have the effect of a vote against the Auditor Ratification Proposal and the Say-on-Pay Proposal, as applicable.
Under applicable stock exchange rules, brokers who hold shares on behalf of beneficial owners have the authority to vote on certain proposals when they have not received instructions from the beneficial owners. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item under applicable stock exchange rules and has not received voting instructions from the beneficial owner.
Your broker does not have discretionary authority to vote your common stock with respect to the Director Election Proposal or the Say-on-Pay Proposal in the absence of specific instructions from you. Where a broker does not have discretionary authority to vote your common stock, such broker is not considered entitled to vote with respect to a particular proposal at the Annual Meeting. Accordingly, a broker non-vote will have no effect on the Director Election Proposal or the Say-on-Pay Proposal. Broker non-votes are not applicable to the Auditor Ratification Proposal because your broker has discretionary authority to vote your common stock with respect to such proposals.
Revocability of Proxy
Your proxy is revocable at any time before the polls close at the Annual Meeting. If you wish to revoke your proxy and change your vote, you may:
| vote again by the Internet or by telephone, if available, prior to the start of the Annual Meeting; |
| give written notice to our Corporate Secretary prior to the start of the Annual Meeting that you wish to revoke your proxy and change your vote; or |
| vote again electronically at the Annual Meeting. |
If you are a beneficial owner of your shares and your shares are held through a broker, you must contact your brokerage firm, bank or other custodian to revoke any prior voting instructions.
Virtual Annual Meeting of Stockholders
This years Annual Meeting will be completely virtual and will be conducted online only via live webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the Record Date or if you hold a valid proxy for the Annual Meeting. You will be able to participate in the Annual Meeting online and submit your questions prior to the meeting by visiting www.proxydocs.com/WING. You also will be able to vote your shares electronically at the Annual Meeting.
In order to attend the virtual Annual Meeting, you must register in advance at www.proxydocs.com/WING prior to the deadline of May 24, 2021 at 5:00 p.m. Eastern Time. The control number located in the shaded gray box 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. Please be sure to follow the instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email.
6 | WINGSTOP INC. 2021 PROXY STATEMENT |
PROXY STATEMENT SUMMARY
You can submit questions electronically prior to the Annual Meeting. During the Q&A session of the meeting, members of our management will answer the questions that were submitted in advance of the meeting, as time permits. To ensure the Annual Meeting is conducted in a manner that is fair to all stockholders, we reserve the right, in our sole discretion, to edit or reject questions we deem profane, repetitive, not relevant to the business of the Company, or otherwise inappropriate.
2022 Annual Meeting of Stockholders
Stockholder proposals submitted for inclusion in the proxy statement for our annual meeting of stockholders expected to be held in May 2022 pursuant to SEC Rule 14a-8 must be received by us by December 17, 2021. Director nominations or other business to be brought before the 2022 Annual Meeting of Stockholders by a stockholder, other than Rule 14a-8 proposals described above, must be received by us between January 27, 2022 and February 26, 2022. For more information, see Next Annual MeetingStockholder Proposals on page 68.
Solicitation Matters
Proxies are being solicited by the Board of Directors on behalf of the Company. We have hired Innisfree M&A Inc. (Innisfree) to provide us with consulting and analytic services and solicitation services for banks, brokers, institutional investors, and individual stockholders. Innisfrees annual fee for these services is $17,500, plus reimbursement of reasonable out-of-pocket expenses. We have agreed to indemnify Innisfree against certain liabilities and expenses, including liabilities under the federal securities laws.
Our officers, directors, and employees may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. These officers and employees will not receive additional compensation but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, in connection with shares of the common stock registered in their names, will be asked to forward solicitation material to the beneficial owners of shares of common stock. We will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation materials and collecting voting instructions.
Householding
In an effort to reduce our printing costs, mailing costs and fees, we have elected to adopt householding. Under this approach, if paper copies are requested, we will deliver only one copy of our fiscal 2020 Annual Report and this Proxy Statement to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from the stockholders. Stockholders who participate in householding will continue to receive separate proxy cards if they receive a paper copy of proxy materials in the mail.
Upon written or oral request, we will deliver a separate copy of our fiscal 2020 Annual Report and this Proxy Statement to a stockholder at a shared address to which a single copy of the documents has been delivered.
If you are a stockholder, share an address and last name with one or more other stockholders and would like to revoke your householding consent or you are a stockholder eligible for householding and would like to participate in householding, please contact Investor Relations at IR@wingstop.com. You will be removed from the householding program within 30 days of receipt of the revocation of your consent.
A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.
WINGSTOP INC. 2021 PROXY STATEMENT | 7 |
PROPOSAL 1ELECTION OF DIRECTORS
The Board of Directors recommends that you vote FOR each director nominee.
|
10 | WINGSTOP INC. 2021 PROXY STATEMENT |
PROPOSAL 1ELECTION OF DIRECTORS
Continuing Directors with Terms Expiring at the 2022 or 2023 Annual Meetings
The directors listed below will continue in office for the remainder of their terms and until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal.
WINGSTOP INC. 2021 PROXY STATEMENT | 11 |
PROPOSAL 1ELECTION OF DIRECTORS
12 | WINGSTOP INC. 2021 PROXY STATEMENT |
PROPOSAL 1ELECTION OF DIRECTORS
WINGSTOP INC. 2021 PROXY STATEMENT | 13 |
Board Composition and Director Independence
On March 4, 2021, our Board refreshed the composition of the Board committees and established a new Technology Committee. The following table provides information about each director currently serving on our Board of Directors, including the director nominees, and the composition of the Board committees.
Committee Membership | ||||||||||||||||
Name
|
Independent
|
Director
|
Director Class
|
Audit
|
Compensation
|
Nominating
|
Technology
| |||||||||
Lynn Crump-Caine |
✓
|
2017 | Class II (2023)
|
✓
|
✓
|
|||||||||||
Krishnan (Kandy) Anand |
✓
|
2018 | Class I (2022)
|
|
✓
| |||||||||||
David L. Goebel |
✓
|
2017 | Class I (2022)
|
|
✓
|
|||||||||||
Michael J. Hislop |
✓
|
2011 | Class I (2022)
|
✓
|
✓
| |||||||||||
Kate S. Lavelle |
✓
|
2019 | Class III (2021)
|
|
✓
| |||||||||||
Kilandigalu (Kay) M. Madati |
✓
|
2017 | Class III (2021)
|
✓
|
| |||||||||||
Wesley S. McDonald |
✓
|
2016 | Class II (2023)
|
✓
|
✓
|
|||||||||||
Charles R. Morrison |
2012 | Class III (2021)
|
Lead Independent Director | Audit Committee Financial Expert | Chair | ✓ Member |
14 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
Director Skills and Experience
Our Nominating and Corporate Governance Committee regularly evaluates the skills, qualifications, and competencies identified as important for directors to provide effective oversight to our Company. The matrix bellow shows the areas of experience and expertise that our Nominating and Corporate Governance Committee have identified that our directors bring to the Board.
Corporate Governance experience supports our goals of strong accountability, transparency, and stockholder value protection
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
||||||||||||
Diversity is an important value that enhances the Boards decision making
|
✓
|
✓
|
✓
|
✓
|
||||||||||||||||
Executive Management experience is important for leadership ability and talent development
|
✓
|
✓
|
✓ (CEO)
|
✓ (CEO)
|
✓
|
✓
|
✓
|
✓ (CEO)
|
||||||||||||
Financial & Accounting experience is important for overseeing our financial reporting and internal controls and for evaluating our capital structure
|
✓
|
✓
|
✓
|
✓ (CFO)
|
✓ (CFO)
|
✓ (CFO)
|
||||||||||||||
International experience is valuable as the Company continues to extend its presence outside the U.S.
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||||
Marketing experience is important in maintaining brand relevance and consumer engagement
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||||
Operations experience is important for ensuring best practices and executing initiatives
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||
Restaurant Industry experience is important because it is the Companys core business
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||||
Retail Industry experience is relevant for understanding consumer behavior
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||||
Risk Management experience is important for overseeing risks facing the Company
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
|||||||||||||
Strategy is especially important for competing in a dynamic market
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
||||||||||||
Technology experience is important for enhancing consumer experience and internal operations
|
✓
|
✓
|
✓
|
✓
|
✓
|
✓
|
WINGSTOP INC. 2021 PROXY STATEMENT | 15 |
CORPORATE GOVERNANCE
16 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
WINGSTOP INC. 2021 PROXY STATEMENT | 17 |
CORPORATE GOVERNANCE
18 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
WINGSTOP INC. 2021 PROXY STATEMENT | 19 |
CORPORATE GOVERNANCE
20 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
Stock Ownership and Retention Guidelines for Directors and Officers
In 2017, we adopted meaningful stock ownership and retention guidelines that apply to our directors and officers, which provide that each officer must own a multiple of annual base salary in our common stock or qualifying derivatives and each independent director must own a multiple of the annual cash director retainer in our common stock or qualifying derivatives. In March 2020, we amended our stock ownership and retention guidelines to increase the stock ownership requirement for our executive vice presidents from two (2) to three (3) times their annual base salary. In May 2020, we amended our stock ownership and retention guidelines to increase the stock ownership requirement for our directors to five (5) times the annual cash director retainer. The following table summarizes the requirements of our stock ownership and retention guidelines, as amended:
Title
|
Stock Ownership Requirement
| |
Chief Executive Officer
|
Five (5) times annual base salary
| |
Independent Director
|
Five (5) times annual cash director retainer
| |
Executive Vice Presidents
|
Three (3) times annual base salary
| |
Senior Vice Presidents
|
Two (2) times annual base salary
| |
Vice President
|
One (1) times annual base salary
|
WINGSTOP INC. 2021 PROXY STATEMENT | 21 |
CORPORATE GOVERNANCE
Environmental, Social and Governance The Wingstop Way
At Wingstop, our mission is To Serve the World Flavor. It is a mission that we undertake quite literally with our 11 bold, distinctive flavors of chicken wings. This global mission aligns with how Wingstop approaches its environmental, social and governance (ESG) platform, which is in support of Wingstops core values, called The Wingstop Way.
The Wingstop Way is a key to Wingstops success and includes a core value system of being Authentic, Entrepreneurial, Service-minded and Fun. This value system extends to our ESG platform as we seek to provide value to our guests, team members and brand partners, stockholders, supplier partners and the communities in which we do business.
Key focus areas for Wingstops ESG platform include:
Minimizing food waste;
Community involvement and giving back; and
Diversity, equity and inclusion.
The Nominating and Corporate Governance Committee periodically reviews and assess the Companys sustainability, environmental, and social responsibility policies, goals and initiatives and makes recommendations to the Board as appropriate based on such review and assessment. |
22 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
Our goal is to fulfill our social and environmental responsibilities in many ways, including by adhering to the beliefs set forth below.
Focus Area
|
What We Believe and Do
| |
Stockholders |
We believe in demonstrating that we are a responsible and ethical steward of stockholder interest by conducting our business based on our code of business conduct and ethics, which emphasizes conducting all business relationships with honesty, integrity, and respect. We value diversity and inclusion in all its forms, including diversity of thought and embracing healthy conflict to arrive at thoughtful business decisions that are good for our bottom line and consistent with our core values.
| |
Guests |
We believe in serving our guests flavor through a high-quality product with a great guest experience. We take food safety very seriously and have robust cooking and cleaning procedures in place to ensure the highest standards of food quality are met for the safety of our guests and team members. High standards of food quality translate to the authenticity of our ingredients, including hand-cut fries and veggies, made from scratch dips, and hand sauced and tossed chicken wings. We listen and respond to our guests through a variety of feedback channels, including survey, social, and online review platforms. This feedback loop helps us stay connected to our guests and understand the macro areas that are important to them, as well as retain them in the event an experience was not optimal. Leveraging our CRM platform, we seek to continuously provide personalized communication and content that speaks to the guest and their needs in a relevant and timely manner.
| |
Team Members & Brand Partners |
We believe in fostering an inclusive, equitable and diverse work environment that is intended to enable all of our team members to achieve goals and contribute. Wingstop has a highly engaged workforce. In 2020, a third-party benchmarking survey measured our team member engagement at 88%, which exceeded the industry average in the survey by 13%. Since our initial public offering in 2015, we and our brand partners, combined, have provided job opportunities to over 16,000 individuals. Wingstop has been named a Certified Great Place to Work for five years in a row and was also recognized by Best & Brightest of DFW for six years in a row. In 2020, we received the Stevie Award for Employer of the Year: Food & Beverage. In 2019, we were recognized as a Best and Brightest Companies to Work for in the Nation winner. We are dedicated to a talent development and performance management process aimed at ensuring each of our team members has a personal professional development plan to guide them through opportunities and help create their futures at Wingstop. We have implemented unconscious bias training for all of our corporate team members, including executive management, to facilitate respectful treatment of our guests and fair hiring and labor practices. We are an active member of the Womens Foodservice Forum, an organization dedicated to accelerating the advancement of women leaders in the food industry. Our Chief Executive Officer is a member of CEO Action for Diversity & Inclusion. We have made pay equity a key focus of our diversity and inclusion efforts, and we monitor and benchmark the pay practices of our peers. We also support college and university internship programs throughout the year, and several interns have gone on to join us as Wingstop team members.
|
WINGSTOP INC. 2021 PROXY STATEMENT | 23 |
CORPORATE GOVERNANCE
Focus Area
|
What We Believe and Do
| |
Community |
POSITIVE IMPACT IN OUR COMMUNITIES We believe in strengthening the communities in which we operate by providing all team members with paid time off to volunteer at charitable organizations through a quarterly Day of Giving. This year, Wingstop team members donated their time to serve local organizations, including the Genesis Womens Shelter & Support and the North Texas Food Bank. In 2020, Wingstop made a $1 million donation to the National Restaurant Association Educational Foundation Restaurant Employee Relief Fund. We also participate in the Corporate Work Study Programs of Cristo Rey Dallas College Prep and Cristo Rey Fort Worth High School, college preparatory high schools that educate young people of limited economic means, allowing them to fund the majority of their education by spending one day a week working at a sponsoring employer in the community.
WINGSTOP CHARITIES Wingstop Charities, a 501(c)(3) nonprofit corporation, was established in 2016 as a platform to support the community and our team members and is composed of two segments. One segment of Wingstop Charities has a mission to engage youth in the pursuit of their passions, whether through education, arts, sports, or career development. Wingstop Charities helps amplify the work of our brand partners in their communities through a grants process. The other segment of Wingstop Charites is the Team Member Foundation, which supports Wingstop team members across America who are experiencing a financial hardship due to an emergency. In 2020, Wingstop Charities donated more than $380,000 to these worthy causes. This included over $100,000 in support of Team Member Foundation, as well as supporting 41 community-based grants to amplify the efforts of our franchisees, who we refer to as our brand partners, in the communities we serve. Wingstop Charities also made donations to organizations including CORE, Barbershop Books, and Educational First Steps. Wingstop Charities and our brand partners provided over one million meals to frontline workers and first responders during the COVID-19 pandemic in 2020 via food donations and monetary donations to food banks.
| |
Supplier Partners |
We believe in minimizing our environmental impact and carbon emissions through working with our supplier partners to make improvements at our Company-owned and franchised restaurants. At our restaurants, frying oil is recycled through regional and national rendering companies and refined or recycled for use in animal feed or biodiesel production. Each new Wingstop restaurant in the U.S. is designed and built in an environmentally conscious way. Much of our kitchen equipment, including fryers, water heaters, and line refrigeration units are ENERGYSTAR® or similar specification rated. Additionally, all refrigeration is CFC and HCFC-free. We specify LED lighting in our restaurants, which uses only about ten percent of the energy required by incandescent lighting. We only use Zero VOC paints and floor stains, and low VOC wood stains. Our iconic metal wall finishes are made from 100% recycled materials. Additionally, we try to utilize high efficiency roof top units for all HVAC. |
24 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
Notes:
1. | 2020 result as measured by a third-party benchmarking survey (Qualtrics) |
2. | Since Wingstop IPO |
3. | Implemented in 2020 as part of Wingstops corporate team member training program |
4. | 2020 |
5. | Includes fryers, water heaters, and line refrigeration |
WINGSTOP INC. 2021 PROXY STATEMENT | 25 |
CORPORATE GOVERNANCE
Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our stockholders. We compensate non-employee directors with a combination of cash and equity awards as described below. Mr. Morrison receives no compensation for his service on the Board.
The Compensation Committee periodically reviews the director compensation program and recommends proposed changes for approval by the Board. As part of this review, the Compensation Committee considers the significant amount of time expended, and the skill level required, by each director not employed by Wingstop in fulfilling his or her duties on the Board, each directors role and involvement on the Board and its committees, and market data prepared by its independent consultant, FW Cook.
The Compensation Committee reviewed with FW Cook the competitiveness of the Companys non-employee director compensation program, including annual cash and equity retainers for the independent board members and cash retainers for committee members. FW Cook determined that the Companys typical director pay was within the bottom quartile relative to the compensation peer group. The committee approved and recommended that the Board approve increases in cash retainers payable with respect to Board and committee membership, increases in equity retainer with respect to Board membership and increased the stock ownership guidelines from four times to five times the annual cash retainer to align the nonemployee director holdings with the peer group and broader market practices. The changes were approved by the Board and implemented in May 2020. The revised non-employee director compensation policy is as follows:
Recipient(s)
|
Annual Cash Compensation ($)
|
|||
Non-employee directors
|
|
70,000
|
| |
Lead independent director
|
|
20,000
|
| |
Audit committee chair
|
|
20,000
|
| |
Audit committee members (excluding chair)
|
|
5,000
|
| |
Compensation committee chair
|
|
15,000
|
| |
Compensation committee members (excluding chair)
|
|
5,000
|
| |
Nominating and corporate governance committee chair
|
|
10,000
|
| |
Nominating and corporate governance committee members (excluding chair)
|
|
5,000
|
| |
Technology committee chair
|
|
10,000
|
| |
Technology committee members (excluding chair)
|
|
5,000
|
|
26 | WINGSTOP INC. 2021 PROXY STATEMENT |
CORPORATE GOVERNANCE
The following table sets forth information concerning the fiscal year 2020 compensation of our non-employee directors that served during any part of 2020. Because Charles Morrison serves as our President and Chief Executive Officer, he did not receive additional compensation for his service as Chairman of the Board or as a director during 2020. See Executive CompensationSummary Compensation Table for information concerning the compensation paid to Mr. Morrison during 2020.
Name
|
Fees Earned or Paid in Cash
|
Stock Awards(1)(2)
|
All Other
|
Total ($)
|
||||||||||
Independent Directors and Director Nominees
|
||||||||||||||
Lynn Crump-Caine
|
97,500(4)
|
|
100,019(5)
|
|
|
7,780
|
|
|
205,299
|
| ||||
Krishnan (Kandy) Anand
|
69,375(6)
|
|
100,019(5)
|
|
|
7,830
|
|
|
177,224
|
| ||||
David L. Goebel
|
73,750(7)
|
|
100,019(5)
|
|
|
7,780
|
|
|
181,549
|
| ||||
Michael J. Hislop
|
78,125(8)
|
|
100,019(5)
|
|
|
7,780
|
|
|
185,924
|
| ||||
Kate S. Lavelle
|
69,375(9)
|
|
100,019(5)
|
|
|
6,080
|
|
|
175,474
|
| ||||
Kilandigalu (Kay) M. Madati
|
73,750(10)
|
|
100,019(5)
|
|
|
7,780
|
|
|
181,549
|
| ||||
Wesley S. McDonald
|
88,125(11)
|
|
100,019(5)
|
|
|
7,780
|
|
|
195,924
|
|
(1) | Amounts shown do not reflect compensation actually received by the applicable director. Rather, the amounts represent the approximate aggregate grant date fair value of restricted stock granted to such director in 2020, computed in accordance with ASC 718 and assumes no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 14, Stock-Based Compensation, in the annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 26, 2020 filed with the Securities and Exchange Commission (the SEC) on February 18, 2021. |
(2) | The aggregate number of unvested restricted stock awards held by each director listed in the table above as of December 26, 2020 was as follows: |
Name
|
Unvested Shares of
| |
Krishnan (Kandy) Anand
|
1,566
| |
Lynn Crump-Caine
|
1,556
| |
David L. Goebel
|
1,556
| |
Michael J. Hislop
|
1,556
| |
Kate S. Lavelle
|
1,216
| |
Kilandigalu (Kay) M. Madati
|
1,556
| |
Wesley S. McDonald
|
1,556
|
(3) | Represents amounts accrued during the 2020 fiscal year on restricted stock awards in connection with the special dividend declared in 2020. |
(4) | Represents the cash retainer fees paid to Ms. Crump-Caine for services as (i) a director, (ii) chair of the Compensation Committee, and (iii) the Lead Independent Director, each for the entire 2020 fiscal year. |
(5) | Represents the approximate fair market value of an award of 840 shares of restricted stock granted on May 28, 2020. These shares of restricted stock will vest in full on the first anniversary of the date of grant. |
(6) | Represents the cash retainer fees paid to Mr. Anand for services as (i) a director and (ii) a member of the Audit Committee, each for the entire 2020 fiscal year. Mr. Anand was appointed to the Compensation Committee effective March 5, 2020. |
(7) | Represents the cash retainer fees paid to Mr. Goebel for services as (i) a director, (ii) a member of the Nominating and Corporate Governance Committee, and (iii) as a member of the Compensation Committee, each for the entire 2020 fiscal year. |
WINGSTOP INC. 2021 PROXY STATEMENT | 27 |
CORPORATE GOVERNANCE
(8) | Represents the cash retainer fees paid to Mr. Hislop for services as (i) a director, (ii) a member of the Audit Committee, and (iii) the chair of the Nominating and Corporate Governance Committee, each for the entire 2020 fiscal year. |
(9) | Represents the cash retainer fees paid to Ms. Lavelle for services as (i) a director and (ii) a member of the Audit Committee, each for the entire 2020 fiscal year. |
(10) | Represents the cash retainer fees paid to Mr. Madati for services as (i) a director, (ii) a member of the Nominating and Corporate Governance Committee, and (iii) a member of the Compensation Committee, each for the entire 2020 fiscal year. |
(11) | Represents the cash retainer fees paid to Mr. McDonald for services as (i) a director, (ii) the chair of the Audit Committee, and (iii) a member of the Nominating and Corporate Governance Committee, each for the entire 2020 fiscal year. |
28 | WINGSTOP INC. 2021 PROXY STATEMENT |
BENEFICIAL OWNERSHIP OF THE COMPANYS SECURITIES
The applicable percentage ownership is based on 29,736,838 shares of common stock outstanding at April 5, 2021, which includes shares of unvested restricted stock that are or were subject to vesting conditions.
Shares Beneficially Owned | ||||||||
Name and Address of Beneficial Owner(1)
|
Number
|
% of
|
||||||
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 |
3,448,923 | 11.60% | ||||||
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355 |
3,084,579 | 10.37% | ||||||
Alger Associates, Inc.(4) 360 Park Avenue South New York, NY 10010 |
1,741,627 | 5.86% | ||||||
Non-Employee Directors: |
||||||||
Krishnan (Kandy) Anand(5) |
2,283 | * | ||||||
Lynn Crump-Caine(6) |
4,798 | * | ||||||
David L. Goebel(7) |
3,655 | * | ||||||
Michael J. Hislop(8) |
10,626 | * | ||||||
Kate S. Lavelle(9) |
1,533 | * | ||||||
Kilandigalu (Kay) M. Madati(10) |
4,138 | * | ||||||
Wesley S. McDonald(11) |
4,592 | * | ||||||
Named Executive Officers: |
||||||||
Madison A. Jobe(12) |
10,286 | * | ||||||
Mahesh G. Sadarangani(13) |
2,466 | * | ||||||
Stacy Peterson(14) |
8,845 | * | ||||||
Charles R. Morrison(15) |
105,205 | * | ||||||
Michael J. Skipworth(16) |
19,508 | * | ||||||
All directors and current executive officers as a group (16 persons)(17) |
182,319 | * |
* | Less than one percent of Common Stock outstanding. |
(1) | Unless otherwise indicated, the address of each beneficial owner in the table above is c/o Wingstop Inc., 5501 LBJ Freeway, 5th Floor, Dallas, Texas 75240. |
(2) | Amount reported is based solely on the Amendment No. 4 to Schedule 13G filed with the SEC on January 27, 2021 by BlackRock, Inc. As reported therein, BlackRock, Inc. has sole voting power with respect to 3,391,728 shares, shared voting power with respect to 0 shares, sole investment power with respect to 3,448,923 shares, and shared investment power with respect to 0 shares. |
(3) | Amount reported is based solely on the Amendment No. 5 to Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group. As reported therein, The Vanguard Group has sole voting power with respect to 0 shares, shared voting power with respect to 68,799 shares, sole investment power with respect to 2,992,103 shares, and shared investment power with respect to 92,476 shares. |
(4) | Amount reported is based solely on the Schedule 13G filed with the SEC on February 16, 2021 by Alger Associates, Inc., Alger Group Holdings, LLC and Fred Alger Management, LLC (the Alger Entities). As reported therein, the Alger Entities have sole voting power with respect to 1,741,627 shares, shared voting power with respect to 0 shares, sole investment power with respect to 1,741,627 shares, and shared investment power with respect to 0 shares. |
(5) | Includes 1,566 shares of unvested restricted stock, with respect to which Mr. Anand has sole voting power but no investment power. |
(6) | Includes 1,556 shares of unvested restricted stock, with respect to which Ms. Crump-Caine has sole voting power but no investment power. |
30 | WINGSTOP INC. 2021 PROXY STATEMENT |
BENEFICIAL OWNERSHIP OF THE COMPANYS SECURITIES
(7) | Includes 1,556 shares of unvested restricted stock, with respect to which Mr. Goebel has sole voting power but no investment power. |
(8) | Includes 1,556 shares of unvested restricted stock and 5,105 shares of common stock held by The Hislop Revocable Trust u/a/d 12/19/1997 (the Hislop Trust). Mr. Hislop is a co-trustee of the Hislop Trust, the beneficiary of which is a member of Mr. Hislops immediate family. As such, Mr. Hislop may be deemed to share voting and investment power with respect to all of the shares held by the Hislop Trust. Mr. Hislop has sole voting and no investment power with respect to his shares of unvested restricted stock. |
(9) | Includes 1,216 shares of unvested restricted stock, with respect to which Ms. Lavelle has sole voting power but no investment power. |
(10) | Includes 1,556 shares of unvested restricted stock, with respect to which Mr. Madati has sole voting power but no investment power. |
(11) | Includes 1,556 shares of unvested restricted stock, with respect to which Mr. McDonald has sole voting power but no investment power. |
(12) | Includes 1,210 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 5, 2021. |
(13) | Includes 1,575 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 5, 2021. |
(14) | Includes 1,079 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 5, 2021 and 850 restricted stock units that vest and convert into shares of common stock within 60 days of April 5, 2021. |
(15) | Includes 11,053 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 5, 2021. |
(16) | Includes 1,990 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 5, 2021. |
(17) | Includes 21,304 shares issuable upon the exercise of stock options that are exercisable within 60 days of April 5, 2021 and 1,277 restricted stock units that vest and convert into shares of common stock within 60 days of April 5, 2021. Does not include Mr. Jobe, who retired from his position as Senior Vice President and Chief Development Officer on March 31, 2021. |
WINGSTOP INC. 2021 PROXY STATEMENT | 31 |
PROPOSAL 2RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fees Billed By Independent Registered Public Accounting Firm
The following table sets forth the aggregate fees billed by KPMG during the fiscal years ended December 26, 2020 and December 28, 2019. As discussed above, KPMG was engaged as the Companys independent registered accounting firm in March 2019.
KPMG | ||||||||
Name
|
Fiscal Year
|
Fiscal Year
|
||||||
Audit Fees(1) |
$ | 775,000 | $ | 660,000 | ||||
Audit-Related Fees |
| | ||||||
Tax Fees(2) |
16,013 | 13,400 | ||||||
All Other Fees(3) |
| | ||||||
Total Fees |
$ | 791,013 | $ | 673,400 |
(1) | Audit fees include fees for services rendered for the audit of our annual financial statements and the review of the interim financial statements. Audit fees also include fees associated with the review of filings made with the SEC. |
(2) | Tax fees consist of fees billed for professional services rendered for tax compliance (including the preparation, review, and filing of tax returns), tax advice and tax planning. These services include assistance regarding federal and state tax compliance. |
(3) | KPMG did not provide any other services during the relevant periods. |
34 | WINGSTOP INC. 2021 PROXY STATEMENT |
The Board of Directors recommends that you vote FOR the approval of the compensation of our named executive officers, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion following such compensation tables, and the other related disclosures in this Proxy Statement.
|
WINGSTOP INC. 2021 PROXY STATEMENT | 35 |
Below is information regarding each of our current executive officers. Executive officers are elected annually by the Board to serve at the Boards discretion until their successor is duly elected and qualified or until their earlier death, resignation, or removal. There are no family relationships between any of our directors or executive officers.
Name | Age | Executive Officer Since |
Title | |||||
Charles R. Morrison |
52 | 2012 | Chairman of the Board, Chief Executive Officer, and President | |||||
Nicolas Boudet |
50 | 2020 | Senior Vice President, President of International | |||||
Marisa J. Carona |
37 | 2021 | Chief of Staff and Vice President of Strategy | |||||
Christina M. Clarke |
45 | 2019 | Senior Vice President and Chief Marketing Officer | |||||
Albert G. McGrath |
63 | 2020 | Senior Vice President, General Counsel, and Secretary | |||||
Stacy Peterson |
45 | 2020 | Executive Vice President, Chief Technology Officer | |||||
Mahesh G. Sadarangani |
44 | 2020 | Executive Vice President, Chief Operating Officer | |||||
Michael J. Skipworth |
43 | 2017 | Executive Vice President and Chief Financial Officer | |||||
Donnie S. Upshaw |
42 | 2021 | Senior Vice President of People |
36 | WINGSTOP INC. 2021 PROXY STATEMENT |
EXECUTIVE OFFICERS
WINGSTOP INC. 2021 PROXY STATEMENT | 37 |
The purpose of this Compensation Discussion and Analysis is to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and 2020 compensation programs and actions for our named executive officers. For fiscal year 2020, our named executive officers were as follows:
Charles R. Morrison |
Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer) | |
Michael J. Skipworth |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
Stacy Peterson |
Executive Vice President and Chief Technology Officer | |
Mahesh Sadarangani |
Executive Vice President and Chief Operating Officer | |
Madison A. Jobe(1) |
Senior Vice President and Chief Development Officer |
(1) | Mr. Jobe retired from his position as Senior Vice President and Chief Development Officer on March 31, 2021. |
38 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
WINGSTOP INC. 2021 PROXY STATEMENT | 39 |
COMPENSATION DISCUSSION AND ANALYSIS
40 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
To develop the composition of the peer group, our Compensation Committee, with the assistance of FW Cook, reviewed companies in the restaurant industry using a number of criteria, including, among other things: non-franchise sales, franchise sales and systemwide sales, market capitalization, enterprise value, EBITDA, industry, customer base, and geography. Based on this review, our Compensation Committee determined to retain the same peer group as the prior fiscal year. Accordingly, our peer group for 2020 consisted of 15 companies. Wingstop outperformed each member of its peer group in fiscal year 2020 with respect to one-year and three-year total stockholder return and one-year and three-year domestic same store sales growth.
The following graph sets forth each member of our peer group for 2020, as well as a comparison of our one-year total stockholder return to the one-year total stockholder return of each member of the peer group for the period of January 1, 2020 to December 31, 2020:
WINGSTOP INC. 2021 PROXY STATEMENT | 41 |
COMPENSATION DISCUSSION AND ANALYSIS
The following graph sets forth each member of our peer group for 2020, as well as a comparison of our three-year total stockholder return to the three-year total stockholder return of each member of the peer group for the period of January 1, 2018 to December 31, 2020:
42 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
The following graph sets forth each member of our peer group for 2020, as well as a comparison of our one-year domestic same-store sales growth to the one-year domestic same-store sales growth of each member of the peer group for the period of January 1, 2020 to December 31, 2020:
WINGSTOP INC. 2021 PROXY STATEMENT | 43 |
COMPENSATION DISCUSSION AND ANALYSIS
The following graph sets forth each member of our peer group for 2020, as well as a comparison of our three-year domestic same-store sales growth to the three-year domestic same-store sales growth of each member of the peer group for the period of January 1, 2018 to December 31, 2020:
44 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
WINGSTOP INC. 2021 PROXY STATEMENT | 45 |
COMPENSATION DISCUSSION AND ANALYSIS
The following table summarizes the key elements of the long-term incentive components of our executive compensation program:
Compensation Element
|
Type
|
Form
|
Primary
|
Additional Information
| ||||
Performance-Based Equity Incentive CEO: 67% weight Other NEOs: 50% weight
|
Variable
|
Performance-Based Restricted Stock Units
|
Rewards long-term stockholder value creation
|
Awards will be earned, if at all, subject to adjusted EBITDA growth, and relative total stockholder return against the peer group Performance is measured over a three-year period Award cliff vests following the three-year performance period Payouts can range from 0% of target for underperformance, 100% for target performance, and 250% of target for outperformance
| ||||
Service-Based CEO: 33% weight Other NEOs: 25% weight
|
Variable
|
Service-Based Stock Options
|
Stock options provide value only to the extent our stock price increases, thereby aligning executives interests with those of our stockholders
|
Awards vest ratably over a three-year service period Options must be exercised within the ten-year term
| ||||
Service-Based Equity Incentive CEO: 0% weight Other NEOs: 25% weight
|
Variable
|
Restricted Stock Units
|
Enhances stockholder alignment and rewards long-term value creation
|
Service-based restricted stock units are common in our industry and primarily encourage retention and alignment with long-term stockholder interests Awards vest ratably over a three-year service period Our CEO is not eligible for service-based restricted stock units
|
46 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
The following table provides information concerning the annual base salary of each of our named executive officers:
Name | 2020 Base Salary ($) |
2019 Base Salary ($) |
||||||
Charles R. Morrison(1) |
800,000 | 800,000 | ||||||
Michael J. Skipworth(2) |
500,000 | 425,000 | ||||||
Stacy Peterson(3) |
410,000 | | ||||||
Mahesh G. Sadarangani(4) |
400,000 | | ||||||
Madison A. Jobe(5) |
365,000 | 340,000 |
(1) | Mr. Morrisons base salary was increased from $700,000 to $800,000 in November 2019 in connection with his renewed employment agreement. See Compensation Discussion and AnalysisLeadership Continuity and Chief Executive Officer Contract Renewal for details. |
(2) | Mr. Skipworths base salary was increased from $425,000 to $500,000 in February 2020 due to personal performance and alignment with market data. |
(3) | Information for 2019 is not included because Ms. Peterson was not a named executive officer during 2019. |
(4) | Information for 2019 is not included because Mr. Sadarangani was not a named executive officer during 2019. |
(5) | Mr. Jobes base salary was increased from $340,000 to $365,000 in February 2020 due to personal performance and alignment with market data. Mr. Jobe retired from his position as Senior Vice President and Chief Development Officer on March 31, 2021. |
WINGSTOP INC. 2021 PROXY STATEMENT | 47 |
COMPENSATION DISCUSSION AND ANALYSIS
The target Adjusted EBITDA achievement levels and payout percentages for fiscal year 2020 were as follows:
Target Adjusted EBITDA Achievement (%) |
Target Adjusted EBITDA ($) (in thousands) |
Bonus Payout (% of Target Bonus) | ||
<93.5% | <61,335 | 0% | ||
93.5% | 61,336 | 50% | ||
94.6% | 62,046 | 70% | ||
95.7% | 62,757 | 80% | ||
96.7% | 63,467 | 90% | ||
97.8% | 64,178 | 96% | ||
98.9% | 64,888 | 98% | ||
³100.0% | ³65,600 | 100% |
The target bonus payout multiplier and payout percentages for fiscal year 2020 were based on talent readiness and net new restaurant openings. The initial targets for unit growth were set as follows:
Net New Restaurant Openings | Unit Growth | Bonus Multiplier | ||
146 | 10.5% | 1.0 | ||
151 | 10.9% | 1.25 | ||
156 | 11.3% | 1.50 | ||
161 | 11.6% | 1.75 | ||
166 | 12.0% | 2.0 | ||
>166 | >12.0% | 2.0 |
(1) | Net new units is calculated by subtracting any restaurant closures during the year from the gross number of new restaurants opened during the year. |
If performance is achieved at a level that is between the achievement levels set forth above, the payout level is determined through straight-line interpolation.
The performance targets for the 2020 annual cash incentives were established at a time when there was incomplete information with regard to the devastating and enduring impact of the global COVID-19 pandemic. This pandemic was particularly devastating on the restaurant industry with sweeping nation-wide closures of non-essential businesses, restrictions from gathering in groups, encouragement to practice social distancing, and additional regulations with respect to safety and sanitation as mandated by local and federal governments.
48 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
In response to the COVID-19 pandemic and these changing conditions, we closed the dining rooms in all of our domestic restaurants, which at the time represented approximately 20% of our domestic system sales, and also closed the dining rooms in some of our international restaurants. We also incurred additional operating expenses at our company-owned restaurants due to the payment of increased incentive compensation to our full-time team members and increased selling, general and administrative expense due to COVID-19-related support provided to international franchisees. These actions resulted in direct business disruption for our restaurant operations and suppliers, reduced customer traffic, and restricted our ability to open new restaurants.
In response to the pandemic, the management team acted deliberately and decisively to protect the health and safety of our team members, suppliers, and customers. We modified business operations in compliance with local and federal regulatory authorities and we promoted digital sales and off-premise dining in line with our strategic objectives before the pandemic. These actions contributed to remarkable success including double digit system-wide restaurant sales and double-digit domestic same store sales growth. Our Adjusted EBITDA for purposes of determining 2020 cash bonuses was $71.9 million, well in excess of the $65.6 million of Adjusted EBITDA needed to achieve 100% of the target bonus amount even in the absence of any special adjustments related to COVID-19. Despite the challenges to opening new restaurants related to the pandemic, we were remarkably successful in opening 159 net new store units, just 7 restaurants below the level that would have resulted in a maximum payout under the bonus plan. However, the Compensation Committee, after consideration of the companys tremendous operating success in the face of global industry challenges that were outside of managements control, and in consultation with management and FW Cook, determined, based on the industry leading results and pro-forma adjustment relating to lost development due to the COVID-19 pandemic, to approve bonus payments for fiscal year 2020 at 200% of the target bonus amount to our named executive officers as follows:
Name | 2020 Base Salary ($)(1) |
Target Bonus % of Base Salary |
Actual Bonus % of Base Salary(1) |
2020 Bonus Payout ($)(1) |
||||||
Charles R. Morrison |
800,000 | 125% | 250% | 2,000,000 | ||||||
Michael J. Skipworth |
500,000 | 75% | 150% | 750,000 | ||||||
Stacy Peterson |
410,000 | 60% | 120% | 492,000 | ||||||
Mahesh G. Sadarangani |
400,000 | 50% | 100% | 400,000 | ||||||
Madison A. Jobe |
365,000 | 50% | 100% | 365,000 |
(1) | All bonuses were calculated and paid as a percentage of base salary as of December 26, 2020. |
WINGSTOP INC. 2021 PROXY STATEMENT | 49 |
COMPENSATION DISCUSSION AND ANALYSIS
In 2020, the Compensation Committee granted the following equity incentive awards to our named executive officers:
Name | Service-Based Restricted Stock Options |
Service-Based Restricted Stock Units |
Performance- Based Restricted Stock Units | ||||||||||||
Charles R. Morrison |
33,160 | | 19,896 | ||||||||||||
Michael J. Skipworth |
5,969 | 1,791 | 3,582 | ||||||||||||
Stacy Peterson |
3,242 | 2,555 | 1,945 | ||||||||||||
Mahesh G. Sadarangani |
4,726 | 1,418 | 2,836 | ||||||||||||
Madison A. Jobe |
3,631 | 1,090 | 2,179 |
50 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
WINGSTOP INC. 2021 PROXY STATEMENT | 51 |
COMPENSATION DISCUSSION AND ANALYSIS
Wingstops History of Industry Leading Operational Performance | ||||||||
|
|
|
|
| ||||
Revenue Growth
3-year compound annual growth |
(2.0%)
Restaurant Industry Peer Group Median |
3.3%
General Industry S&P 500 Median |
23.1%
|
Wingstops revenue growth exceeds the median growth among restaurant peers and the S&P 500. Wingstop ranks highest among peers. | ||||
|
|
|
|
| ||||
EBITDA1 Growth
3-year compound annual growth |
(11.2%)
Restaurant Industry Peer Group Median |
(1.6%)
General Industry S&P 500 Median |
11.2%
|
Wingstops EBITDA growth exceeds the median growth among restaurant peers and the S&P 500. Wingstop ranks highest among peers. | ||||
|
|
|
|
| ||||
Unit Growth
3-year cumulative openings |
58
Restaurant Industry Peer Group Median |
N/A
General Industry S&P 500 Median |
444
|
Wingstops unit growth exceeds the median growth among restaurant peers. Wingstop ranks at the 87th percentile among peers. | ||||
|
|
|
|
| ||||
Market Capitalization Growth
3-year compound annual growth |
1.4%
Restaurant Industry Peer Group Median |
11.8%
General Industry S&P 500 Median |
51.4%
|
Wingstops market cap growth exceeds the median growth among restaurant peers and the S&P 500. Wingstop ranks highest among peers. |
Third-Party Data Source: Operating and market performance derived from data as reported in Nasdaq Insights financial database. Nasdaq may adjust certain metrics for relative comparison purposes. These adjustments may or may not align with how each individual company, including Wingstop, reports its own performance on a GAAP or non-GAAP basis. References to the S&P 500 reflect median performance of index constituents based on available public information as of the closest fiscal year end as of March 15, 2021, each on an equal-weight basis. Information provided for illustrative purposes only.
1. | See note 2 in Item 7, Managements Discussion and Analysis of Financial Condition and Results of OperationsKey Performance Indicators in our Form 10-K filed on February 18, 2021 for a reconciliation of EBITDA, a non-GAAP financial measure, to our results as reported under GAAP. |
52 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Wingstops History of Best in Class Stockholder Returns | ||||||
Wingstops common stock has delivered best in class stockholder returns since its IPO as demonstrated by its performance relative to the peer group and broader restaurant and general industry competitors.
The graph shows the cumulative total stockholder return on our common stock for the period starting on June 17, 2015 and ending on December 31, 2020. This is compared with the cumulative total returns over the same period of the peer group median, S&P 500 Stock Index, the S&P 500 Restaurant Sub-Industry Index, Russell 3000 Stock Index, and the Russell 3000 Restaurant Sub-Industry Index. The graph assumes that, on June 17, 2015, $100 was invested in our common stock and in each of the comparator groups, with dividends reinvested on the ex-dividend date without consideration for withholding taxes. Wingstops total return value ($621) as of December 31, 2020, is above each of the Peer Median ($87), S&P 500 ($200), S&P 500 Restaurants ($230), Russell 3000 ($199), and Russell 3000 Restaurants ($218) comparators over that same period.
Source: Nasdaq and Bloombergs financial database. For illustrative purposes only. |
Wingstops History of Responsible CEO Pay (Pay for Performance) | ||||||||
100%
2018 Wingstop CEO Cash Bonus Payout (as % of target) |
100%
2019 Wingstop CEO Cash Bonus Payout (as % of target) |
200%
2020 Wingstop CEO Cash Bonus Payout (as % of target) |
Bonus Plan |
Wingstops CEO bonus payouts have aligned with targets established by the Compensation Committee | ||||
100%
2018-2020 Wingstop Performance-based Restricted Stock Unit Payout (% of target) |
TBD
2019-2021 Wingstop Performance-based Restricted Stock Unit Payout (% of target) |
TBD
2020-2022 Wingstop Performance-based Restricted Stock Unit Payout (% of target) |
Performance-based Restricted Stock Unit |
Wingstops CEO performance-based restricted stock unit payout for the period ending December 31, 2020, aligns with target despite actual performance exceeding plan |
WINGSTOP INC. 2021 PROXY STATEMENT | 53 |
COMPENSATION DISCUSSION AND ANALYSIS
2021 Executive Compensation Program Changes
In 2020 and early 2021, the Compensation Committee undertook a comprehensive review of our long-term compensation program. As part of this process, the Compensation Committee considered stockholder feedback, competitive market practices as observed in the restaurant industry and high-growth companies in the general industry, and feedback received from departing executives and new hires to better understand the compensation landscape in which we compete for executive talent.
54 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
Based on such review, in March 2021, the Compensation Committee made changes to our compensation program to ensure that our program is competitive and to support the attraction and retention of top caliber talent required to execute on our strategic priorities, maintain our industry leading position, continue to grow our Company, and drive stockholder value creation. The following table summarizes changes to our 2021 compensation program:
Award Type | Description | |
Performance-based Annual Cash Incentive |
Adjusted EBITDA targets have been set that must be achieved for executives to be eligible for bonuses in 2021.
If the Adjusted EBITDA target threshold is met, 100% of the targeted base bonus may be earned upon achievement of three Strategic Business Objectives, each weighted at 33% of the targeted base bonus amount: New Digital Guest Retention Net New Restaurant Openings Talent and Succession Readiness
If the Adjusted EBITDA target threshold is met and the three Strategic Business Objectives are met, an executive may earn 100% of the targeted bonus amount. An executive is eligible for up to a 200% payout based on Adjusted EBITDA growth in excess of 7.5% once the Adjusted target threshold and the three Strategic Business Objective are met. | |
Performance-based Equity Incentive |
The Compensation Committee elected to move from measurements based on total stockholder return and the redundant use of Adjusted EBITDA metrics in both short and long-term compensation elements to focus on a new metric:
Return on Incremental Invested Capital
The return on incremental invested capital will be measured by dividing the cumulative change in Adjusted Operating Income (defined as the Companys operating income adjusted to address any extraordinary, unusual and infrequent occurrences during the performance period) over the 3-year measurement period by the cumulative cash used for investing activities over the same 3-year period, adjusted for any extraordinary or unusual events.
The percentage of the award that may be earned will be determined by the return on incremental invested capital as follows:
|
Return on Incremental Invested Capital Level Achieved |
Percentage of Target Performance -based Equity | |||
|
< 30% |
0% | ||
|
30% |
50% | ||
|
> 30% but < 35% |
* | ||
|
35% |
80% | ||
|
> 35% but < 39% |
* | ||
|
39% |
100% | ||
|
> 39% but < 45% |
* | ||
|
³ 45% |
250% | ||
* If performance is achieved at a level that is between the achievement levels set forth above, the payout level is determined through straight-line interpolation. |
WINGSTOP INC. 2021 PROXY STATEMENT | 55 |
COMPENSATION DISCUSSION AND ANALYSIS
The changes to our executive compensation program for 2021 reflect inclusion of additional metrics, including guest retention and the Companys return on incremental invested capital. While we do not anticipate any further changes to our 2021 executive compensation program at this time, our Compensation Committee continues to closely monitor the situation and may determine to make further revisions to our executive compensation program, including the performance targets underlying our incentive-based compensation, in light of the potential impact of COVID-19 on our business.
The executive compensation program for 2021 will continue to include the award of service-based stock options and restricted stock units.
56 | WINGSTOP INC. 2021 PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (which is set forth above) with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee*:
Lynn Crump-Caine
Krishnan (Kandy) Anand
Dave Goebel
Michael J. Hislop
Kay Madati
Wesley S. McDonald
* | The composition of the Compensation Committee changed effective March 4, 2021. The individuals listed on the Compensation Committee Report above include the new members of the Compensation Committee, as well as the former members of the Compensation Committee who served on the Compensation Committee during fiscal year 2020. |
WINGSTOP INC. 2021 PROXY STATEMENT | 57 |
The following table sets forth information concerning the total compensation awarded to, earned by, or paid to the named executive officers for 2020, 2019 and 2018, calculated in accordance with SEC rules and regulations.
Year | Salary(1) ($) |
Bonus ($) |
Stock/ ($) |
Option Awards(2)(3) ($) |
Non-Equity Incentive Plan ($) |
All Other ($) |
Total ($) | |||||||||||||||||||
Charles R. Morrison(6) |
|
2020 |
|
|
800,000 |
|
|
1,000,000 |
(7) |
|
1,666,688 |
|
745,768 |
1,000,000(7) |
798,006 |
|
6,010,462 |
| ||||||||
Chairman of the Board, Chief |
2019 | 711,539 | 500,000 | (8) | 4,500,027 | | 700,000 | 51,039 | 6,462,605 | |||||||||||||||||
Executive Officer, and President |
2018 | 690,100 | | 2,002,891 | | 700,000 | 1,497,355 | 4,890,346 | ||||||||||||||||||
Michael J. Skipworth Executive Vice President and Chief Financial Officer |
|
2020 |
|
|
485,577 |
|
|
375,000 |
(7) |
|
450,096 |
|
134,243 |
375,000(7) |
215,267 |
|
2,035,183 |
| ||||||||
2019 | 416,346 | | 510,020 | | 255,000 | 11,004 | 1,192,370 | |||||||||||||||||||
2018 | 368,923 | 100,000 | (9) | 796,087 | | 228,000 | 213,828 | 1,706,838 | ||||||||||||||||||
Stacy Peterson(10) |
|
2020 |
|
|
260,192 |
|
|
246,000 |
(7) |
|
569,160 |
|
125,787 |
246,000(7) |
30,266 |
|
1,477,405 |
| ||||||||
Executive Vice President and Chief Technology Officer |
|
2018
|
|
|
379,231
|
|
|
|
|
|
420,007
|
|
|
227,538
|
331,572
|
|
1,358,348
|
| ||||||||
Mahesh G. Sadarangani(11) Executive Vice President and Chief Operating Officer |
|
2020 |
|
|
398,077 |
|
|
200,000 |
(7) |
|
356,358 |
|
106,288 |
200,000(7) |
37,042 |
|
1,297,764 |
| ||||||||
Madison A. Jobe(12) |
|
2020 |
|
|
360,192 |
|
|
182,500 |
(7) |
|
273,844 |
|
81,661 |
182,500(7) |
55,909 |
|
1,136,606 |
| ||||||||
Senior Vice President and Chief Development Officer
|
2019 | 332,308 | | 340,101 | | 170,000 | 11,512 | 853,921 |
(1) | Represents the amount of base salary actually earned by the named executive officer for fiscal year 2020. For additional information concerning our named executive officer base salaries, see Compensation Discussion and AnalysisElements of Executive CompensationBase Salary. |
(2) | Amounts shown do not reflect compensation actually received by the named executive officers. Rather, the amounts represent the aggregate grant date fair value of awards granted to the named executive officer in 2020, 2019 and 2018, in each case computed in accordance with ASC 718 and assumes no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 14, Stock-Based Compensation, in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 18, 2021. The grant date fair value for performance-based restricted stock units is reported in the table above based on the probable outcome of the performance conditions at the target level on the grant date. Certain of the performance-based restricted stock units are subject to increase beyond the target level based on the achievement of a maximum performance level. The value at the date of grant of the portion of the 2020 performance-based restricted stock units that are subject to increase, assuming the achievement of the maximum performance level, would have been as follows: Morrison, $4,166,720; Skipworth, $750,160; Peterson, $615,072; Sadarangani, $593,929; and Jobe, $456,379. See Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
(3) | We adjusted the exercise prices of all eligible stock options that were outstanding at the time we paid a special dividend in 2020. |
(4) | Amounts shown represent bonuses earned by the named executive officers based on the achievement of performance goals. Bonuses paid to the named executive officers were determined in accordance with the terms of the 2020 cash bonus plan. See Compensation Discussion and AnalysisElements of Executive CompensationPerformance-Based Annual Cash Incentives for additional information. |
58 | WINGSTOP INC. 2021 PROXY STATEMENT |
EXECUTIVE COMPENSATION
(5) | Includes the following: Company match under the 401(k) plan, cash dividend equivalency payments accrued in connection with the $5.00 special dividend declared in December 2020 and the $3.05 special dividend declared in November 2018 and $3.17 special dividend declared in January 2018, respectively, Company-paid premiums for long-term disability (LTD) coverage, and legal fees. |
Year | 401(k) match ($) |
Dividend Equivalent Payment ($) |
Company- Paid Premiums for LTD Coverage ($) |
Legal Fees ($) |
||||||||||||||||
Charles R. Morrison(6) |
2020 | 9,554 | 787,940 | 512 | | |||||||||||||||
2019 | 10,527 | | 512 | 40,000 | (13) | |||||||||||||||
2018 | 10,637 | 1,486,206 | 512 | | ||||||||||||||||
Michael J. Skipworth |
2020 | 9,070 | 205,685 | 512 | | |||||||||||||||
2019 | 10,492 | | 512 | | ||||||||||||||||
2018 | 10,800 | 202,516 | 512 | | ||||||||||||||||
Stacy Peterson |
|
2020 2018 |
|
|
7,254 5,004 |
|
|
22,500 326,056 |
|
|
512 512 |
|
|
|
| |||||
Mahesh G. Sadarangani |
2020 | 10,400 | 26,130 | 512 | | |||||||||||||||
Madison A. Jobe |
|
2020 2019 |
|
|
10,477 11,000 |
|
|
44,920 |
|
|
512 512 |
|
|
|
(6) | All amounts shown reflect compensation paid to Mr. Morrison for his service as our Chief Executive Officer and President. Mr. Morrison did not receive additional compensation for his service as a director or Chairman of the Board. |
(7) | The Compensation Committee, after consulting with management and FW Cook, approved payments of 200% of the target amount of annual incentive compensation, based on the industry-leading results and pro-forma adjustment for lost development due to the COVID-19 pandemic. 50% of the cash amount awarded is included in Bonus and the other 50% is included in Non-Equity Incentive Plan Compensation. See Compensation Discussion and AnalysisElements of Executive CompensationPerformance-Based Annual Cash Incentives for additional information. |
(8) | Reflects a one-time bonus paid in connection with the extension of Mr. Morrisons employment agreement. |
(9) | Reflects a one-time bonus paid in light of exceptional performance in connection with a significant transaction completed by the Company. |
(10) | Ms. Peterson was appointed as our Executive Vice President and Chief Technology Officer on May 11, 2020. She previously served as Executive Vice President and Chief Experience Officer but resigned from the Company effective March 15, 2019. Information for 2019 is not included because Ms. Peterson was not a named executive officer during that year. |
(11) | Information for 2018 and 2019 is not included because Mr. Sadarangani was not a named executive officer during those years. |
(12) | Information for 2018 is not included because Mr. Jobe was not a named executive officer during that year. |
(13) | Represents the payment of legal fees incurred by Mr. Morrison in connection with his employment agreement. |
The amounts reported in the Summary Compensation Table are described more fully under Compensation Discussion and Analysis herein.
WINGSTOP INC. 2021 PROXY STATEMENT | 59 |
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards Table
The following table sets forth information regarding the plan-based awards granted to each named executive officer during the 2020 fiscal year:
Name
|
Grant
|
Estimated Future Payouts Under
|
Estimated Future Payouts Under
|
All Other (#)
|
All Other Options (#)
|
Exercise
|
Grant Date Fair Value of Stock and Option Awards ($)(1)
|
|||||||||||||||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||||||||||||||||
Charles R. Morrison |
n/a | (2) | 500,000 | 1,000,000 | 2,000,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||
3/4/2020 | (3) | | | | 4,974 | 19,896 | 49,740 | | | | 1,666,688 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (5) | | | |
|
|
|
| | | | 33,160 | 78.77 | 745,768 | ||||||||||||||||||||||||||||||||||
Michael J. Skipworth |
n/a | (2) | 187,500 | 375,000 | 750,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||
3/4/2020 | (3) | | | | 896 | 3,582 | 8,955 | | | | 300,064 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (4) | | | | | | | 1,791 | | | 150,032 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (5) | | | |
|
|
|
| | | | 5,969 | 78.77 | 134,243 | ||||||||||||||||||||||||||||||||||
Stacy Peterson |
n/a | (2) | 123,000 | 246,000 | 492,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||
5/11/2020 | (3) | | | | 487 | 1,945 | 4,863 | | | | 246,004 | |||||||||||||||||||||||||||||||||||||
5/11/2020 | (4) | | | | | | | 2,555 | | | 323,156 | |||||||||||||||||||||||||||||||||||||
5/11/2020 | (5) | | | |
|
|
|
| | | | 3,242 | 121.48 | 125,787 | ||||||||||||||||||||||||||||||||||
Mahesh G. Sadarangani |
n/a | (2) | 100,000 | 200,000 | 400,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||
3/4/2020 | (3) | | | | 709 | 2,836 | 7,090 | | | | 237,572 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (4) | | | | | | | 1,418 | | | 118,786 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (5) | | | |
|
|
|
| | | | 4,726 | 78.77 | 106,288 | ||||||||||||||||||||||||||||||||||
Madison A. Jobe |
n/a | (2) | 91,250 | 182,500 | 365,000 | | | | | | | | ||||||||||||||||||||||||||||||||||||
3/4/2020 | (3) | | | | 545 | 2,179 | 5,448 | | | | 182,535 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (4) | | | | | | | 1,090 | | | 91,309 | |||||||||||||||||||||||||||||||||||||
3/4/2020 | (5) | | | |
|
|
|
| | | | 3,631 | 78.77 | 81,661 |
(1) | Amounts represent the aggregate grant date fair value of restricted stock units and stock options granted to each named executive officer in 2020 computed in accordance with ASC 718 and assumes no forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 14, Stock-Based Compensation, in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 18, 2021. We adjusted the exercise prices of all eligible stock options that were outstanding at the time we paid a special dividend in 2020 in order to maintain the relative economic value of such awards in connection with these special dividends. |
(2) | Represents possible payout amounts under the 2020 bonus plan based on the achievement of the performance goals described above in Compensation Discussion and AnalysisElements of Executive CompensationPerformance-Based Annual Cash Incentives. |
(3) | Represents an award of performance-based restricted stock units that vest based upon the achievement of compound annual growth rate of the Companys Adjusted EBITDA and relative total stockholder return goals. For purposes of this table, the Threshold column represents a 25% payout of the target award because it was the minimum amount that would vest under the terms of the award other than no vesting. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
(4) | Represents an award of service-based restricted stock units that vest in three equal annual installments beginning on the first anniversary of the date of grant. Each vested unit is equivalent to one share of Wingstop common stock. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
(5) | Represents an award of stock option that vest in three equal annual installments beginning on the first anniversary of the date of grant. Each stock option is exercisable for one share of Wingstop common stock. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. We adjusted the exercise prices of all eligible stock options that were outstanding at the time we paid a special dividend in 2020 in order to maintain the relative economic value of such awards in connection with these special dividends. |
60 | WINGSTOP INC. 2021 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth information regarding the outstanding equity awards held by our named executive officers as of the end of the 2020 fiscal year:
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|
Number of Shares or Units of Stock That Have Not Vested |
Market Value of That ($) |
Equity Incentive Plan Number Unearned Shares, or Other Rights That Not (#) |
Equity Incentive Plan Market or Payout of Shares, or Other Rights That Have Not Vested |
||||||||||||||||||||||||||||||
Charles R. Morrison |
|
2/20/2018 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,712 |
|
|
3,407,481 |
| |||||||||||||
2/20/2018 | (3) | | | | | 3,785 | 567,864 | | | |||||||||||||||||||||||||||||||
7/31/2018 | (4) | | | | | | | 50,950 | 7,636,896 | |||||||||||||||||||||||||||||||
3/6/2019 | (2) | | | | | | | 15,184 | 2,226,885 | |||||||||||||||||||||||||||||||
3/6/2019 | (3) | | | | | 5,061 | 742,246 | | | |||||||||||||||||||||||||||||||
11/13/2019 | (5) | | | | | | | 40,000 | 5,854,800 | |||||||||||||||||||||||||||||||
3/4/2020 | (6) | | 33,160 | 78.77 | 3/4/2030 | | | | | |||||||||||||||||||||||||||||||
|
3/4/2020 | (7) | | | | |
|
|
|
| | 19,896 | 2,909,989 | |||||||||||||||||||||||||||
Michael J. Skipworth |
|
8/1/2017 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,649 |
|
|
252,858 |
| |||||||||||||
2/20/2018 | (8) | | | | | | | 1,726 | 258,952 | |||||||||||||||||||||||||||||||
2/20/2018 | (3) | | | | | 1,726 | 258,952 | | | |||||||||||||||||||||||||||||||
9/5/2018 | (4) | | | | | | | 25,500 | 3,822,195 | |||||||||||||||||||||||||||||||
3/6/2019 | (8) | | | | | | | 2,582 | 378,676 | |||||||||||||||||||||||||||||||
3/6/2019 | (3) | | | | | 2,581 | 378,529 | | | |||||||||||||||||||||||||||||||
3/4/2020 | (6) | | 5,969 | 78.77 | 3/4/2030 | | | | | |||||||||||||||||||||||||||||||
3/4/2020 | (7) | | | | | | | 3,582 | 523,903 | |||||||||||||||||||||||||||||||
|
3/4/2020 | (3) | | | | |
|
|
|
1,791 | 261,952 | | | |||||||||||||||||||||||||||
Stacy Peterson |
|
5/11/2020 |
(9) |
|
|
|
|
3,242 |
|
|
121.48 |
|
|
5/11/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
5/11/2020 | (7) | | | | | | | 1,945 | 284,262 | |||||||||||||||||||||||||||||||
|
5/11/2020 | (3) | | | | |
|
|
|
2,555 | 373,413 | | | |||||||||||||||||||||||||||
Mahesh G. Sadarangani |
|
8/27/2019 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
486 |
|
|
71,189 |
| |||||||||||||
8/27/2019 | (3) | | | | | 486 | 71,189 | | | |||||||||||||||||||||||||||||||
3/4/2020 | (6) | | 4,726 | 78.77 | 3/4/2030 | | | | | |||||||||||||||||||||||||||||||
3/4/2020 | (7) | | | | | | | 2,836 | 414,793 | |||||||||||||||||||||||||||||||
|
3/4/2020 | (3) | | | | |
|
|
|
1,418 | 207,397 | | | |||||||||||||||||||||||||||
Madison A. Jobe |
|
2/20/2018 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,136 |
|
|
170,434 |
| |||||||||||||
2/20/2018 | (3) | | | | | 1,136 | 170,434 | | | |||||||||||||||||||||||||||||||
3/6/2019 | (8) | | | | | | | 1,722 | 252,549 | |||||||||||||||||||||||||||||||
3/6/2019 | (3) | | | | | 1,721 | 252,402 | | | |||||||||||||||||||||||||||||||
3/4/2020 | (6) | | 3,631 | 78.77 | 3/4/2030 | | | | | |||||||||||||||||||||||||||||||
3/4/2020 | (7) | | | | | | | 2,179 | 318,701 | |||||||||||||||||||||||||||||||
|
3/4/2020 | (3) | | | | |
|
|
|
1,090 | 159,423 | | |
(1) | Amounts shown reflect the value of (i) the underlying common stock calculated by multiplying the number of unvested restricted stock units by the closing price of our common stock on the Nasdaq on December 24, 2020, the last trading day of fiscal year 2020, which was $140.76 per share and (ii) dividend equivalent payments accrued on the awards as of December 26, 2020 that are to be paid upon vesting of the award. |
(2) | Represents performance-based restricted stock units that vest based upon the achievement of EBITDA or Adjusted EBITDA goals for a three-year period. |
WINGSTOP INC. 2021 PROXY STATEMENT | 61 |
EXECUTIVE COMPENSATION
(3) | Represents an award of service-based restricted stock units that vest in three equal annual installments beginning on the first anniversary of the date of grant. |
(4) | Represents the maximum number of performance-based restricted stock units that vest based upon the level of cumulative new sales achieved over a three-year period, beginning July 1, 2018 and ending June 26, 2021, and potentially modified based on the Companys total stockholder return for the same period as measured against that of the companies in the S&P 600 Restaurant Index. The number of restricted stock units that would vest upon threshold performance achievement is equal to 25% of the target number of restricted stock units, and the number that would vest upon maximum performance achievement is equal to 500% of the target number. |
(5) | Represents performance-based restricted stock units with performance and service conditions. The performance condition would be met if, during the Companys 2020 fiscal year, the Company maintained and sustained a domestic operations digital sales mix (from all channels, including delivery) of at least 40%. On March 4, 2021, the performance condition was determined to have been satisfied, resulting in the restricted stock units being earned and non-forfeitable, subject to the satisfaction of continuing service conditions. The restricted stock units will vest and convert into shares of common stock in four equal annual installments commencing on November 13, 2021, which is the second anniversary of the grant date, subject to service vesting conditions. For additional information, see Leadership Continuity and Chief Executive Officer Contract RenewalExtension of Mr. Morrisons Employment Agreement. |
(6) | Represents a stock option representing the right to purchase shares of common stock, which will vest and become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of this stock option was originally $83.77 per share but has been reduced to $78.77 to reflect the impact of special dividends paid to our stockholders. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
(7) | Represents performance-based restricted stock units that vest based upon the achievement of compound annual growth rate of the Companys Adjusted EBITDA and relative total stockholder return goals for a three-year period. The number of restricted stock units that would vest upon threshold performance achievement of the compound annual growth of the Companys Adjusted EBITDA metric is equal to 25% of the target number of restricted stock units, and the number that would vest upon maximum performance achievement is equal to 250% of the target number. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
(8) | Represents performance-based restricted stock units that vest in three equal annual installments based upon the achievement of EBITDA or Adjusted EBITDA goals for each of three consecutive fiscal years. |
(9) | Represents a stock option representing the right to purchase shares of common stock, which will vest and become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of this stock option was originally $126.48 per share but has been reduced to $121.48 to reflect the impact of special dividends paid to our stockholders. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
Option Exercises and Stock Vested Table
The following table sets forth a summary of the option exercises and vesting of restricted stock units and shares of restricted stock during fiscal year 2020 for each of the named executive officers:
Option Awards
|
Stock Awards
|
|||||||||||||||||||
Name
|
Number of Shares
|
Value Realized
|
Number of Shares
|
Value Realized on Vesting(2) ($)
|
||||||||||||||||
Charles R. Morrison |
79,816 | 12,068,682 | 47,296 | 4,326,200 | ||||||||||||||||
Michael J. Skipworth |
5,450 | 649,312 | 10,215 | 1,044,655 | ||||||||||||||||
Stacy Peterson |
| | | | ||||||||||||||||
Mahesh G. Sadarangani |
| | 484 | 60,515 | ||||||||||||||||
Madison A. Jobe |
| |
|
|
|
7,843 | 679,812 |
(1) | Amounts shown reflect the value of shares obtained upon exercise of the stock option by taking the difference between the market price of the underlying securities at exercise and the exercise price of the option. |
(2) | Amounts shown reflect (i) the value of shares obtained upon the vesting of restricted stock units by multiplying the number of vested restricted stock units by the closing price of our common stock on the Nasdaq on the date of vesting and (ii) accrued dividend equivalents that were paid upon the vesting of the restricted stock units. |
62 | WINGSTOP INC. 2021 PROXY STATEMENT |
EXECUTIVE COMPENSATION
WINGSTOP INC. 2021 PROXY STATEMENT | 63 |
EXECUTIVE COMPENSATION
64 | WINGSTOP INC. 2021 PROXY STATEMENT |
EXECUTIVE COMPENSATION
WINGSTOP INC. 2021 PROXY STATEMENT | 65 |
EXECUTIVE COMPENSATION
Potential Payments upon Termination or Change in Control
The following table shows potential payments to our named executive officers that were employed by us as of December 26, 2020, the last day of fiscal year 2020, pursuant to (i) with respect to our named executive officers other than Mr. Morrison, our Executive Severance Plan and (ii) with respect to Mr. Morrison, Mr. Morrisons employment agreement, in each case for various scenarios involving a death, disability, change in control, termination without cause or termination for good reason, using, where applicable, the closing price of our common stock of $140.76 as reported on the Nasdaq as of December 24, 2020, the last trading day of fiscal year 2020, and assuming that the applicable triggering event occurred on December 26, 2020.
Name | Benefit | Death ($) |
Disability ($) |
Change in ($) |
Termination ($) |
Termination by NEO for Good Reason ($) |
||||||||||||||||
Charles R. Morrison |
Salary continuation (24 months) | | | 2,000,000 | 1,600,000 | 1,600,000 | ||||||||||||||||
|
2020 bonus(2) | 1,000,000 | 1,000,000 | 2,500,000 | 2,000,000 | 2,000,000 | ||||||||||||||||
|
Continuation of health benefits | 56,945 | 56,945 | 56,945 | 56,945 | 56,945 | ||||||||||||||||
|
Vesting of equity awards(4) | 12,909,812 | 12,909,812 | 23,493,075 | | | ||||||||||||||||
|
Total |
13,966,757 | 13,966,757 | 28,050,120 | 3,656,945 | 3,656,945 | ||||||||||||||||
Michael J. Skipworth |
Salary continuation | 750,000 | | 1,000,000 | 750,000 | 750,000 | ||||||||||||||||
|
2020 bonus | 375,000 | (2) | | 375,000 | (2) | 375,000 | (3) | 375,000 | (3) | ||||||||||||
|
Continuation of health benefits | 48,145 | 48,145 | 48,145 | 36,108 | 36,108 | ||||||||||||||||
|
Vesting of equity awards(4) | 2,309,515 | 2,309,515 | 4,204,124 | | | ||||||||||||||||
|
Total |
3,482,660 | 2,357,660 | 5,627,269 | 1,161,108 | 1,161,108 | ||||||||||||||||
Stacy Peterson |
Salary continuation | 615,000 | | 820,000 | 615,000 | 615,000 | ||||||||||||||||
|
2020 bonus | 246,000 | (2) | | 246,000 | (2) | 246,000 | (3) | 246,000 | (3) | ||||||||||||
|
Continuation of health benefits | 48,145 | 48,145 | 48,145 | 36,108 | 36,108 | ||||||||||||||||
|
Vesting of equity awards(4) | 361,101 | 361,101 | 1,130,918 | | | ||||||||||||||||
|
Total |
1,270,246 | 409,246 | 2,245,063 | 897,108 | 897,108 | ||||||||||||||||
Mahesh G. Sadarangani |
Salary continuation | 600,000 | | 600,000 | 400,000 | 400,000 | ||||||||||||||||
|
2020 bonus | 200,000 | (2) | | 200,000 | (2) | 200,000 | (3) | 200,000 | (3) | ||||||||||||
|
Continuation of health benefits | 47,569 | 47,569 | 47,569 | 35,677 | 35,677 | ||||||||||||||||
|
Vesting of equity awards(4) | 485,979 | 485,979 | 1,656,326 | | | ||||||||||||||||
|
Total |
1,333,548 | 533,548 | 2,503,895 | 635,677 | 635,677 | ||||||||||||||||
Madison A. Jobe |
Salary continuation | 547,500 | | 547,500 | 365,000 | 365,000 | ||||||||||||||||
|
2020 bonus | 182,500 | (2) | | 182,500 | (2) | 182,5000 | (3) | 182,500 | (3) | ||||||||||||
|
Continuation of health benefits | 34,421 | 34,421 | 34,421 | 25,815 | 25,815 | ||||||||||||||||
|
Vesting of equity awards(4) | 911,906 | 911,906 | 2,009,102 | | | ||||||||||||||||
|
Total |
1,676,327 | 946,327 | 2,773,523 | 573,315 | 573,315 |
(1) | Assumes that, in connection with the change of control, (a) with respect to Mr. Morrison, his employment is terminated without cause or for good reason within a two-year period following a change of control, or (b) with respect to the other named executive officers, their respective employment is terminated without cause, for good reason, or as a result of the death of such officer within a two-year period following a change of control. |
(2) | Calculated based on the target bonus amount that our named executive officers would have been eligible for under the 2020 bonus plan. |
(3) | Calculated based on the amount of bonus our named executive officers would have been entitled to under the 2020 bonus plan based on the Companys actual performance during the 2020 performance period, which is the same amount actually paid to our named executive officers for 2020 and reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. |
(4) | Includes dividend equivalent payments that had been accrued and would be paid out in connection with the vesting of the equity awards. |
66 | WINGSTOP INC. 2021 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Equity Compensation Plan Table
The following table includes information regarding securities authorized for issuance under our equity compensation plans and our ESPP as of December 26, 2020:
Plan Category |
Number of securities to be warrants and rights(1) |
Weighted-average exercise price of outstanding options, warrants and rights(2) |
Number of securities remaining for future issuance under equity compensation plans(3) |
|||||||||
Equity compensation plans approved by security holders |
439,132 | $78.40 | 2,424,787 | |||||||||
Equity compensation plans not approved by security holders |
| | |
(1) | Includes stock options, service-based restricted stock units, and performance-based restricted stock units that vest based upon the achievement of performance goals. This number assumes the vesting of performance-based equity awards at the maximum level. For additional information, see Elements of Executive CompensationEquity Incentive AwardsFiscal Year 2020 Equity Grants. |
(2) | The amount reported in Weighted-average exercise price of outstanding options, warrants and rights does not take into account restricted stock units or shares under the ESPP. |
(3) | The number of shares remaining available for issuance under the ESPP was 494,729. |
WINGSTOP INC. 2021 PROXY STATEMENT | 67 |
We know of no other business to be transacted, but if any other matters do come before the meeting, the persons named as proxies in the accompanying proxy, or their substitutes, will vote or act with respect to them in accordance with their best judgment.
By order of the Board of Directors, |
Albert G. McGrath |
Senior Vice President, General Counsel & Secretary |
WINGSTOP INC. 2021 PROXY STATEMENT | 69 |
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints Charles R. Morrison and Michael J. Skipworth, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Wingstop Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. This proxy is revocable and, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Wingstop Inc.
Annual Meeting of Stockholders
Please make your marks like this: | Use dark black pencil or pen only |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR EACH OF THE DIRECTOR NOMINEES IN ITEM 1 AND FOR PROPOSALS 2 AND 3
PROPOSAL | YOUR VOTE | BOARD OF | ||||||||
1. | Election of Directors |
|||||||||
FOR | WITHHOLD | |||||||||
1.01 Charles R. Morrison | ☐ | ☐ | FOR | |||||||
1.02 Kate S. Lavelle | ☐ | ☐ | FOR | |||||||
1.03 Kilandigalu (Kay) M. Madati | ☐ | ☐ | FOR | |||||||
FOR | AGAINST | ABSTAIN | ||||||||
2. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2021. | ☐ | ☐ | ☐ | FOR | |||||
3. | Approve, on an advisory basis, the compensation of our named executive officers. | ☐ | ☐ | ☐ | FOR | |||||
4. | Consider and act upon such other business as may properly come before the annual meeting or any adjournments or postponements thereof. |
You must register to attend the meeting online and/or participate at www.proxydocs.com/WING
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
|
| |||||||||
Signature (and Title if applicable) | Date | Signature (if held jointly) |
Date |