Shareholders back Sweetgreen (NYSE: SG) board, auditors and executive pay

Rhea-AI Filing Summary

Sweetgreen, Inc. reported the results of its annual stockholder meeting held on June 11, 2026. Stockholders elected all nine director nominees to serve until the 2027 annual meeting. Support for individual directors ranged from about 166 million to 173 million votes in favor, with broker non-votes reported for each nominee.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 27, 2026, with 203,336,007 votes for and 533,524 against. On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers, with 171,927,900 votes for and 3,048,452 against.

Insights

Corporate governance analyst

Routine annual meeting votes, all management proposals approved.

Sweetgreen’s stockholders approved every item on the annual meeting agenda: all nine directors, the auditor ratification, and the advisory vote on executive compensation. Vote margins for directors and say-on-pay were comfortably favorable, and auditor ratification was near-unanimous.

These outcomes indicate continuity in board composition, external audit arrangements with Deloitte & Touche LLP, and overall acceptance of the current executive pay structure. As routine governance items with strong support, they do not by themselves signal a change in the company’s strategic direction.

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

Director votes for Neil Blumenthal: 170,564,787 votes Highest director support: 172,935,640 votes Broker non-votes (directors): 28,844,159 votes +3 more

6 metrics

Director votes for Neil Blumenthal 170,564,787 votes For election as director at 2026 annual meeting

Highest director support 172,935,640 votes For election of Nathaniel Ru at 2026 annual meeting

Broker non-votes (directors) 28,844,159 votes Director election items at 2026 annual meeting

Auditor ratification for votes 203,336,007 votes Ratification of Deloitte & Touche LLP for 2026 fiscal year

Say-on-pay for votes 171,927,900 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 3,048,452 votes Advisory approval of named executive officer compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, named executive officers

4 terms

broker non-votes financial

"BROKER NON-VOTES 28,844,159"

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

"Deloitte & Touche 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.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

Available on EDGAR 06/15/2026 - 05:29 PM Accepted by SEC EDGAR 06/15/2026 - 05:29 PM Learn about SEC filing dates

0001477815false00014778152026-06-112026-06-11

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 11, 2026

SWEETGREEN, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41069						27-1159215
(State or Other Jurisdiction of Incorporation)			(Commission File Number)						(IRS Employer Identification No.)
3102 36th Street Los Angeles, CA						90018
(Address of Principal Executive Offices)						(Zip Code)

(323) 990-7040

(Registrant's Telephone Number, Including Area Code)

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 (see General Instructions A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

SG

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2026, Sweetgreen, Inc. (the “Company”) virtually held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the nine nominees for director, (2) ratified the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 27, 2026, and (3) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”). A more complete description of each proposal is set forth in the Proxy Statement. The final results with respect to each proposal are set forth below.

Proposal 1. The stockholders elected each of the nine nominees named below to serve as directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:

						FOR						WITHHOLD						BROKER NON-VOTES
Neil Blumenthal						170,564,787						4,545,200						28,844,159
Julie Bornstein						168,409,910						6,700,077						28,844,159
Cliff Burrows						172,822,169						2,287,818						28,844,159
Nicolas Jammet						172,884,692						2,225,295						28,844,159
Montgomery Moran						169,478,402						5,631,585						28,844,159
Jonathan Neman						172,645,022						2,464,965						28,844,159
Dawn Ostroff						166,290,831						8,819,156						28,844,159
Nathaniel Ru						172,935,640						2,174,347						28,844,159
Bradley Singer						172,811,880						2,298,107						28,844,159

Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026. The results of such vote were:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
203,336,007						533,524						84,615						0

Proposal 3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
171,927,900						3,048,452						133,635						28,844,159

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.

			SWEETGREEN, INC.
Dated: June 15, 2026			By:			/s/ Matthew Alexander
						Matthew Alexander
						Chief Legal Officer and Secretary

FAQ

What did Sweetgreen (SG) stockholders approve at the June 11, 2026 annual meeting?

Stockholders approved all three items: election of nine directors, ratification of Deloitte & Touche LLP as auditor for the 2026 fiscal year, and the non-binding advisory vote on executive compensation, confirming support for the company’s current governance and pay framework.

How did Sweetgreen (SG) stockholders vote on director elections in 2026?

Stockholders elected all nine director nominees, each receiving roughly 166–173 million votes in favor. Each nominee also had several million votes withheld and 28,844,159 broker non-votes reported, but all comfortably secured enough support to continue serving on the board.

What were the 2026 auditor ratification results for Sweetgreen (SG)?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 27, 2026, with 203,336,007 votes for, 533,524 against, and 84,615 abstentions, indicating very strong overall support for continuing the existing audit relationship.

Did Sweetgreen (SG) stockholders approve executive compensation in 2026?

Yes. On a non-binding advisory basis, stockholders approved the compensation of Sweetgreen’s named executive officers, with 171,927,900 votes for, 3,048,452 against, 133,635 abstentions, and 28,844,159 broker non-votes, signifying broad acceptance of the disclosed pay programs.

How many broker non-votes occurred in Sweetgreen’s 2026 stockholder meeting?

For the director elections and the advisory vote on executive compensation, there were 28,844,159 broker non-votes. Broker non-votes occurred because some beneficial owners did not provide voting instructions on non-routine items, limiting how intermediaries could vote their shares.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB