First Watch sets annual say-on-pay votes
First Watch Restaurant Group, Inc. decided that future stockholder advisory votes on executive compensation (“say on pay”) will be held every year.
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Form Type
8-K/A
Rhea-AI Filing Summary
First Watch Restaurant Group, Inc. decided that future stockholder advisory votes on executive compensation (“say on pay”) will be held every year. This follows a 2026 Annual Meeting advisory vote in which 46,337,934 shares favored an annual frequency, 2,681,394 supported a three-year cycle, 28,283 supported two years, 58,825 abstained and 9,564,764 were broker non-votes. Annual votes will continue until the next advisory vote on frequency, required no later than the 2032 Annual Meeting of Stockholders, or until the board sets a different schedule.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Votes for annual say-on-pay: 46,337,934 shares
Votes for triennial say-on-pay: 2,681,394 shares
Votes for biennial say-on-pay: 28,283 shares
+3 more
6 metrics
Votes for annual say-on-pay
46,337,934 shares
Non-binding advisory vote at 2026 Annual Meeting on say-on-pay frequency
Votes for triennial say-on-pay
2,681,394 shares
Preference for say-on-pay votes every three years at 2026 Annual Meeting
Votes for biennial say-on-pay
28,283 shares
Preference for say-on-pay votes every two years at 2026 Annual Meeting
Abstentions on frequency vote
58,825 shares
Shares abstaining from the 2026 say-on-pay frequency advisory vote
Broker non-votes
9,564,764 shares
Broker non-votes on say-on-pay frequency at 2026 Annual Meeting
Next required frequency vote
2032 Annual Meeting of Stockholders
Deadline for next advisory vote on say-on-pay frequency
Key Terms
say on pay, non-binding advisory vote, broker non-votes
3 terms
say on pay financial
"stockholder advisory votes to approve the compensation of the Company’s named executive officers (“say on pay”)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
non-binding advisory vote regulatory
"in a non-binding advisory vote by the Company’s stockholders on the frequency of future say on pay votes"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"and there were 9,564,764 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did First Watch (FWRG) decide about future say-on-pay votes?
The board determined that future stockholder advisory votes on executive pay will be held on an annual basis. This decision reflects consideration of the 2026 Annual Meeting results and aligns with the board’s prior recommendation described in the proxy materials for that meeting.
How did FWRG stockholders vote on say-on-pay frequency at the 2026 meeting?
Stockholders most strongly supported annual say-on-pay votes, with 46,337,934 shares favoring one year. Votes for other options were 28,283 shares for two years, 2,681,394 shares for three years, 58,825 abstentions and 9,564,764 broker non-votes recorded.
How often will First Watch (FWRG) hold advisory votes on executive compensation?
First Watch plans to hold advisory votes on executive compensation every year on an ongoing basis. This annual schedule will remain in place until a future stockholder advisory vote on frequency or a different determination by the board changes that timing.
When is the next say-on-pay frequency vote for FWRG required?
The next advisory vote on the frequency of say-on-pay for First Watch must occur by the 2032 Annual Meeting. That vote will again let stockholders express a preference for how often executive compensation is submitted for advisory approval.
Was the FWRG say-on-pay frequency vote at the 2026 meeting binding on the board?
The say-on-pay frequency vote was explicitly described as a non-binding advisory vote of stockholders. The board nevertheless considered the outcome and chose an annual frequency that is consistent with both the voting results and its prior recommendation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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