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CAVA (NYSE: CAVA) tightens executive severance terms and reports 2026 vote results

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CAVA Group, Inc. updated its Executive Severance Plan to narrow eligibility and tighten conditions for severance. Only current and future Executive Leadership Team members now qualify, and they must sign a Release and Restrictive Covenants Agreement within 15 business days after a covered termination to receive benefits.

Severance can stop if restrictive covenants are breached or if an executive works with non–full-table service restaurants, and base-salary continuation is reduced by pay earned elsewhere during the severance period. The company also shortened protections around plan changes after a Change in Control. These amendments become effective for current participants after one year’s written notice, while new participants are subject to the revised terms immediately.

At the annual meeting, stockholders re-elected Brett Schulman and James D. White as Class III directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 27, 2026.

Positive

  • None.

Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director vote – Brett Schulman 85,651,941 votes for Election as Class III director at 2026 annual meeting
Director vote – James D. White 63,427,817 votes for Election as Class III director at 2026 annual meeting
Say-on-pay support 75,849,587 votes for Advisory vote on executive compensation at annual meeting
Auditor ratification support 100,054,705 votes for Ratification of Deloitte & Touche LLP for fiscal 2026
Change in Control standstill Reduced from 5 years to 2 years Period limiting amendments after a Change in Control
Release deadline 15 business days Time to execute Release and Restrictive Covenants Agreement after termination
Notice for current participants 1 year Written notice before amended severance terms become effective
A&R Executive Severance Plan financial
"amended and restated the CAVA Group, Inc. Executive Severance Plan (the “Original Executive Severance Plan” and as amended and restated, the “A&R Executive Severance Plan”)"
Executive Leadership Team financial
"The definitions of “Eligible Employee” and “Participant” were limited to each current and future member of the Executive Leadership Team."
The executive leadership team is a group of top managers responsible for making key decisions and setting the overall direction of an organization. They include the highest-ranking executives, such as the CEO and CFO, who work together like a team of captains guiding a ship. For investors, this team’s experience and decisions can significantly influence the company's success and stability.
Change in Control financial
"the standstill period for an amendment, termination, or discontinuance in whole or in part of five years is reduced to two years following a Change in Control without the written consent of an affected Participant."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Broker Non-Votes financial
"Name of Director | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 27, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
0001639438FALSE00016394382026-06-222026-06-22

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 22, 2026
CAVA Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4172147-3426661
(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 shareCAVANew 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, the People, Culture and Compensation Committee (the “Committee”) of the Board of Directors of CAVA Group, Inc. (the “Company”) amended and restated the CAVA Group, Inc. Executive Severance Plan (the “Original Executive Severance Plan” and as amended and restated, the “A&R Executive Severance Plan”). Material amendments contained in the A&R Executive Severance Plan include the following, with capitalized terms used and not otherwise defined herein having the meaning assigned to them in the A&R Executive Severance Plan:
•The definitions of “Eligible Employee” and “Participant” were limited to each current and future member of the Executive Leadership Team.
•In order to be eligible to receive severance benefits, a Participant must now execute and submit a Release and Restrictive Covenants Agreement in such form as the Company requires no later than 15 business days following a Covered Termination.
•Severance benefits payable on a Covered Termination will terminate upon (i) a violation of the Release and Restrictive Covenants Agreement, or (ii) the Participant being employed by or providing any services or assistance to any person engaged in ownership, franchising, management, operation, or development of any restaurants other than full-table service restaurants.
•Base Salary continuation payments available in the case of a Covered Termination will now be reduced on a dollar-for-dollar basis by any base salary or compensation installments received or earned from any person or entity, whether as an employee or independent contractor, during the Severance Period.
•The requirement to provide at least one year’s written notice to Participants of an amendment, termination, or discontinuance in whole or in part of the Original Executive Severance Plan is removed, and the standstill period for an amendment, termination, or discontinuance in whole or in part of five years is reduced to two years following a Change in Control without the written consent of an affected Participant.
All other material terms of the Original Executive Severance Plan remain unchanged.
The amendments will become effective for current Participants upon one year’s written notice. Any individual who first becomes a Participant after the Committee amended and restated the Original Executive Severance Plan shall participate only under the A&R Executive Severance Plan.
The foregoing summary of the A&R Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Executive Severance Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.


Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 22, 2026, 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 two Class III directors to the Board of Directors of the Company to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified.
The stockholders of the Company approved the election of the two director nominees proposed by the Company. The voting results are set forth below:

Name of DirectorVotes ForVotes WithheldBroker Non-Votes
Brett Schulman85,651,941882,41013,970,826
James D. White63,427,81723,106,53413,970,826
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 ForVotes AgainstVotes AbstainBroker Non-Votes
75,849,58710,573,039111,72513,970,826

3.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 27, 2026.
The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 27, 2026. The voting results are set forth below:

Votes ForVotes AgainstVotes Abstain
100,054,705378,61771,855

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
10.1
A&R Executive Severance Plan.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 24, 2026CAVA Group, Inc.
By:/s/ Tricia Tolivar
Name:Tricia Tolivar
Title:Chief Financial Officer (duly authorized officer and principal financial officer)

Source: View Original Filing on SEC EDGAR

FAQ

What changes did CAVA (CAVA) make to its Executive Severance Plan?

CAVA narrowed its Executive Severance Plan to only Executive Leadership Team members and added stricter conditions for severance. Executives must sign a Release and Restrictive Covenants Agreement within 15 business days and can lose benefits if they breach covenants or work with most non–full-service restaurants.

Who is eligible for CAVA’s amended Executive Severance Plan?

Eligibility is now limited to current and future members of CAVA’s Executive Leadership Team. Other employees are excluded. New participants join only under the amended and restated plan terms, while current participants transition after receiving one year’s written notice from the company.

How will outside earnings affect CAVA executives’ severance pay?

Base salary continuation during the severance period will be reduced dollar-for-dollar by any base salary or compensation installments earned from other employers or contractor roles. This means outside income directly offsets severance payments, lowering the net cash support an executive receives.

What were the voting results for CAVA’s director elections at the 2026 annual meeting?

Stockholders re-elected Brett Schulman with 85,651,941 votes for and 882,410 withheld, and James D. White with 63,427,817 votes for and 23,106,534 withheld. There were 13,970,826 broker non-votes for each nominee, reflecting shares not instructed on the director proposals.

Did CAVA stockholders approve executive compensation on an advisory basis?

Yes. Stockholders approved CAVA’s named executive officer compensation with 75,849,587 votes for, 10,573,039 against, and 111,725 abstentions. There were 13,970,826 broker non-votes. This advisory vote expresses stockholder views on pay practices but does not directly change compensation arrangements.

Which audit firm did CAVA stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as CAVA’s independent registered public accounting firm for the fiscal year ending December 27, 2026. The vote totaled 100,054,705 for, 378,617 against, and 71,855 abstentions, signaling broad support for continuing with the same auditor.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents