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Shareholders at First Watch (NASDAQ: FWRG) back board, pay and PwC

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

Rhea-AI Filing Summary

First Watch Restaurant Group, Inc. reported the results of its Annual Meeting of Stockholders held on May 20, 2026. Stockholders elected three Class II directors—Irene Chang Britt, Charles Jemley, and Rachel Tipograph—to serve until the 2029 annual meeting, with Britt receiving 32,303,226 votes for, Jemley 44,382,160, and Tipograph 47,187,755, alongside 9,564,764 broker non-votes for each.

Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers, with 31,155,497 votes for and 17,633,414 against. They also supported holding an annual advisory vote on executive compensation, as 46,337,934 votes favored a one-year frequency. In addition, stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 27, 2026, with 56,336,412 votes for and 2,303,109 against.

Positive

  • None.

Negative

  • None.
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.
Votes for Rachel Tipograph 47,187,755 votes Election as Class II director
Votes for executive compensation 31,155,497 votes Advisory say-on-pay approval
Votes against executive compensation 17,633,414 votes Advisory say-on-pay
Annual frequency votes 46,337,934 votes Preference for 1-year say-on-pay frequency
Votes for PwC ratification 56,336,412 votes Auditor ratification for FY ending December 27, 2026
Broker non-votes 9,564,764 shares Across several proposals at annual meeting
non-binding, advisory basis regulatory
"approved, on a non-binding, advisory basis, the compensation paid to our named executive officers"
broker non-votes regulatory
"For | Withheld | Broker Non-Votes Irene Chang Britt | 32,303,226 | 16,803,210 | 9,564,764"
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 regulatory
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
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.
Annual Meeting of Stockholders regulatory
"held its Annual Meeting of Stockholders (the “Annual Meeting”)"
advisory votes on the compensation regulatory
"an annual vote frequency for future advisory votes on the compensation paid to our named executive officers"
Understanding 8-K Material Events →
0001789940FALSE00017899402026-05-202026-05-20

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

May 20, 2026
Date of Report (date of earliest event reported)
___________________________________
First Watch Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-40866
(Commission File Number)
82-4271369
(I.R.S. Employer Identification Number)
8725 Pendery Place, Suite 201,
Bradenton, FL 34201
(Address of principal executive offices and zip code)
(941) 907-9800
(Registrant's telephone number, including area code)
                    ___________________________________
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, $0.01 par value
FWRG
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 May 20, 2026, First Watch Restaurant Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the Company’s Class II director nominees as Class II directors, (2) approved, on a non-binding, advisory basis, the compensation paid to our named executive officers, (3) approved, on a non-binding, advisory basis, an annual vote frequency for future advisory votes on the compensation paid to our named executive officers, and (4) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 27, 2026. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026. The final results with respect to each proposal are set forth below.

Proposal One - Election of Class II Directors
The stockholders elected each of the three nominees named below as Class II directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal. The results of such vote were:
Class II Director Nominee
For
Withheld
Broker Non-Votes
Irene Chang Britt
32,303,226
16,803,210
9,564,764
Charles Jemley
44,382,160
4,724,276
9,564,764
Rachel Tipograph
47,187,755
1,918,681
9,564,764
Proposal Two - Advisory Resolution on Executive Compensation
The stockholders approved, on a non-binding, advisory basis, the compensation paid to our named executive officers. The results of such vote were:
For
Against
Abstentions
Broker Non-Votes
31,155,497
17,633,414
317,525
9,564,764
Proposal Three - Advisory Resolution on the Frequency of Future Votes on Executive Compensation
The stockholders approved, on a non-binding, advisory basis, an annual vote frequency for future advisory votes on the compensation paid to our named executive officers. The results of such vote were:
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
46,337,934
28,283
2,681,394
58,825
9,564,764
Proposal Four - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 27, 2026. The results of such vote were:
For
Against
Abstentions
56,336,412
2,303,109
31,679

    


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



First Watch Restaurant Group, Inc.
(Registrant)
Date: May 21, 2026
By:
/s/ Jay Wolszczak
Name:
Jay Wolszczak
Title:
Chief Legal Officer, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did First Watch (FWRG) stockholders decide at the 2026 annual meeting?

Stockholders elected three Class II directors, approved advisory executive compensation, chose an annual say-on-pay frequency, and ratified PricewaterhouseCoopers LLP as auditor for fiscal year ending December 27, 2026, reflecting broad support for existing governance and audit arrangements.

Which directors were elected at First Watch (FWRG) 2026 annual meeting?

Stockholders elected Irene Chang Britt, Charles Jemley, and Rachel Tipograph as Class II directors. They will serve until the 2029 annual meeting or until successors are elected and qualified, indicating continued support for the company’s current board composition and oversight structure.

How did First Watch (FWRG) stockholders vote on executive compensation?

On a non-binding advisory basis, 31,155,497 votes supported named executive officer compensation, 17,633,414 opposed, and 317,525 abstained, with 9,564,764 broker non-votes. This outcome indicates overall shareholder approval of current pay practices, though with a notable minority dissenting.

What frequency of say-on-pay votes did First Watch (FWRG) investors prefer?

Stockholders favored an annual advisory vote on executive compensation, with 46,337,934 votes for one year, 28,283 for two years, and 2,681,394 for three years. This result sets the company’s future schedule for non-binding compensation votes, subject to required governance processes.

Did First Watch (FWRG) stockholders ratify PricewaterhouseCoopers as auditor?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 27, 2026, with 56,336,412 votes for, 2,303,109 against, and 31,679 abstentions, confirming shareholder acceptance of the company’s chosen external auditor.

What are broker non-votes in the First Watch (FWRG) 2026 voting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on certain proposals. The meeting results show 9,564,764 broker non-votes across several items, meaning those shares were not counted as for or against on affected proposals.

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