[8-K] CAVA Group, Inc. Reports Material Event

Rhea-AI Filing Summary

CAVA Group held its annual stockholder meeting on June 20, 2025, with several key matters put to vote. Three Class II directors were elected to serve until 2028: Benjamin Felt (59.7M votes), Ronald Shaich (58.7M votes), and Theodoros Xenohristos (67.4M votes).

Shareholders approved key governance measures including:

• Executive Compensation: Approved with 70.3M votes in favor (91% approval)
• Say-on-Pay Frequency: Overwhelming support for annual voting with 76.3M votes (99% approval)
• Auditor Appointment: Deloitte & Touche LLP ratified as independent auditor through December 28, 2025, with 93.8M votes in favor (99% approval)

The Board has confirmed it will maintain annual advisory votes on executive compensation until the next frequency vote or Board determination. The filing was certified by CFO Tricia Tolivar.

Positive

• Strong shareholder support for executive compensation with 91.3% approval (70.3M votes for vs 6.4M against)
• Overwhelming approval (99.7%) for Deloitte & Touche LLP as independent auditor indicates strong confidence in financial oversight
• Clear shareholder preference (99.3%) for annual say-on-pay votes demonstrates strong corporate governance alignment

Negative

• Significant shareholder dissent for director Benjamin Felt with 22.4% votes withheld
• Notable opposition to director Ronald Shaich with 23.6% votes withheld, indicating some shareholder concerns with board leadership

0001639438FALSE00016394382025-06-202025-06-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

CAVA Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-41721			47-3426661
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

14 Ridge Square NW, Suite 500

Washington, DC 20016

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (202) 400-2920

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

CAVA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

On June 20, 2025, CAVA Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final voting results were as follows:

1.To elect three (3) Class II directors to the Board of Directors (the "Board") of the Company to hold office until the 2028 annual meeting of stockholders or until their respective successors are elected and qualified.

The stockholders of the Company approved the election of each of the three (3) director nominees proposed by the Company. The voting results are set forth below:

Name of Director			Votes For			Votes Withheld
Benjamin Felt			59,700,633			17,225,656
Ronald Shaich			58,761,776			18,164,513
Theodoros Xenohristos			67,439,019			9,487,270

2.To approve, on an advisory basis, the compensation of the Company's named executive officers.

The stockholders of the Company approved, on an advisory basis, a resolution regarding the compensation of the Company's named executive officers. The voting results are set forth below:

Votes For			Votes Against			Votes Abstain
70,325,814			6,444,156			156,319

3.To approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company's named executive officers.

The stockholders of the Company approved, on an advisory basis, the frequency of holding an advisory vote regarding the compensation of the Company’s named executive officers at a frequency of every one (1) year. The voting results are set forth below:

1 Year			2 Years			3 Years			Votes Abstain
76,390,770			143,876			292,659			98,984

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined that future non-binding votes of stockholders to approve the compensation paid to the Company’s named executive officers will be submitted annually to the Company’s stockholders until the next non-binding stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board otherwise determines a different frequency for such non-binding votes.

4.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 28, 2025.

The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 28, 2025. The voting results are set forth below:

Votes For			Votes Against			Votes Abstain
93,840,670			132,134			126,156

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished as part of this report:

Exhibit No.						Description
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: June 25, 2025						CAVA Group, Inc.
						By:			/s/ Tricia Tolivar
						Name:			Tricia Tolivar
						Title:			Chief Financial Officer

FAQ

What were the voting results for CAVA's director elections in June 2025?

In the June 20, 2025 annual meeting, three Class II directors were elected: Theodoros Xenohristos received the highest approval with 67,439,019 votes for, Benjamin Felt received 59,700,633 votes for, and Ronald Shaich received 58,761,776 votes for. Each director will serve until the 2028 annual meeting.

How did CAVA shareholders vote on executive compensation in 2025?

CAVA shareholders strongly approved the executive compensation package with 70,325,814 votes in favor, while 6,444,156 voted against and 156,319 abstained. Additionally, shareholders voted to hold future advisory votes on executive compensation annually, with 76,390,770 votes supporting the 1-year frequency.

Who was appointed as CAVA's independent auditor for fiscal year 2025?

Shareholders ratified the appointment of Deloitte & Touche LLP as CAVA's independent registered public accounting firm for the year ending December 28, 2025, with overwhelming approval of 93,840,670 votes in favor, 132,134 against, and 126,156 abstaining.

What major corporate governance decisions were made at CAVA's 2025 annual meeting?

At CAVA's June 20, 2025 annual meeting, shareholders approved three key governance matters: the election of three Class II directors, an advisory vote approving executive compensation, and establishing annual frequency for future say-on-pay votes. The Board formally adopted the annual frequency for executive compensation votes based on shareholder preference.