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  4. [8-K] Wingstop Inc. Reports Material Event

Wingstop (NASDAQ: WING) investors approve charter, bylaw and pay votes

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

Rhea-AI Filing Summary

Wingstop Inc. held its 2026 annual stockholder meeting on May 21, 2026. Stockholders elected three directors — Lynn Crump-Caine, Wesley S. McDonald and Anna (Ania) M. Smith — to one-year terms ending at the 2027 meeting. They also ratified KPMG LLP as independent auditor for fiscal 2026 and approved, on an advisory basis, the compensation of named executive officers.

Stockholders approved an amendment to Wingstop’s Amended and Restated Certificate of Incorporation giving the Board of Directors explicit power to adopt, amend or repeal the Bylaws. They also ratified prior board-approved bylaw changes, including revised advance notice and disclosure requirements for stockholder proposals and director nominations, various procedural and technical updates aligning with Delaware law, and removal of the company’s sole supermajority voting requirement.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Votes for Lynn Crump-Caine 23,901,861.68 votes Director election at 2026 annual meeting
Votes for Wesley S. McDonald 24,334,852.32 votes Director election at 2026 annual meeting
Votes for Anna (Ania) M. Smith 24,508,382.68 votes Director election at 2026 annual meeting
Votes for KPMG ratification 25,603,884.68 votes Auditor ratification for fiscal 2026
Say-on-pay votes for 12,473,068.28 votes Advisory vote on executive compensation
Say-on-pay votes against 12,271,161.39 votes Advisory vote on executive compensation
Votes for charter amendment 24,680,874.28 votes Board authority to amend or repeal Bylaws
Votes for eliminating supermajority 24,720,101.12 votes Bylaw amendment removing sole supermajority requirement
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Bylaws regulatory
"provide the Board of Directors the power to adopt, amend or repeal the Bylaws"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
broker non-votes financial
"Votes Cast For | Votes Cast Against | Abstentions | 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.
advisory vote to approve executive compensation financial
"Proposal 3: Advisory vote to approve executive compensation"
DGCL regulatory
"including to align the Bylaws with various provisions of the DGCL"
supermajority voting requirement regulatory
"eliminate the sole supermajority voting requirement"
A supermajority voting requirement is a rule that a larger-than-normal share of votes—often two-thirds or three-quarters—must approve certain corporate actions, such as mergers, charter changes, or major asset sales. It matters to investors because it makes it harder for a simple majority to force major changes, protecting long-term plans or blocking hostile takeovers, but it can also entrench management or make beneficial deals harder to complete; think of it as needing extra votes like a jury requiring more than a simple majority to reach a verdict.
Understanding 8-K Material Events →
DallasTexas12/260001636222FALSE00016362222026-05-212026-05-21

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): May 21, 2026
WINGSTOP INC.
(Exact name of registrant as specified in its charter)

Delaware001-3742547-3494862
(State or other jurisdiction of incorporation or organization)Commission File Number(IRS Employer Identification No.)
2801 N Central Expressway
Suite 1600
Dallas, Texas
75204
(Address of principal executive offices)(Zip Code)

(972) 686-6500
(Registrant’s telephone number, including area code)
N/A
(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 Instruction A.2. below):
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareWINGNASDAQ Global Select Market


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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Wingstop Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) held on May 21, 2026 (the “Meeting Date”), the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide the Board of Directors of the Company (the “Board of Directors”) the power to adopt, amend or repeal the Company’s Amended and Restated Bylaws (the “Bylaws”). Additionally, the stockholders ratified prior amendments by the Board of Directors to the Bylaws, as discussed in further detail in Item 5.07 below.
The amendment to the Certificate of Incorporation became effective upon filing of the Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on the Meeting Date.
Additional information on these matters is found in Proposals 4 and 5 of the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 and the related descriptions herein are qualified in their entirety by reference to the Certificate of Amendment, filed as Exhibit 3.1, and the Bylaws, as ratified, filed as Exhibit 3.2 to this Current Report on Form 8-K, each incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
On May 21, 2026, the Company held its 2026 Annual Meeting, at which the following proposals were voted upon, and all noted directors were re-elected and all other proposals passed:
Proposal 1: Election of Directors
Each director nominee was elected to the Board for a one-year term expiring at the annual meeting of stockholders to be held in 2027 and received the votes set forth below:
NomineeVotes Cast ForVotes WithheldBroker Non-Votes
Lynn Crump-Caine23,901,861.68852,742.00867,825.00
Wesley S. McDonald24,334,852.32419,751.35867,825.00
Anna (Ania) M. Smith24,508,382.68246,221.00867,825.00
Proposal 2: Ratification of the appointment of KPMG LLP
The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved by the following vote:
Votes Cast ForVotes Cast AgainstAbstentions
25,603,884.689,354.009,190.00
Proposal 3: Advisory vote to approve executive compensation
The compensation of the Company’s named executive officers was approved, on an advisory basis, as set forth below:
Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
12,473,068.2812,271,161.3910,374.00867,825.00
Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to provide the Board of Directors the power to adopt, amend or repeal the Bylaws
The amendment to the Company’s Certificate of Incorporation to provide the Board of Directors the power to adopt, amend or repeal the Bylaws was approved by the following vote:
Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
24,680,874.2846,404.3927,325.00867,825.00


Proposal 5(a), (b) and (c): Ratification of prior amendments by the Board of Directors to the Bylaws

Ratification of prior amendments by the Board of Directors to the Bylaws to:

(a)amend the advance notice provisions for stockholder proposals and nominations to require stockholders to provide certain additional information, to remove references to Roark Capital Management and its affiliates and to clarify and modernize certain other provisions of the Bylaws (adopted by the Board on February 21, 2018) was approved by the following vote:
Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
24,611,186.28114,736.3928,681.00867,825.00

(b)provide for procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and proposals and availability of stockholders lists and to make certain other technical, ministerial, clarifying and conforming changes, including to align the Bylaws with various provisions of the DGCL (adopted by the Board on December 2, 2022) was approved by the following vote::
Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
24,611,552.28114,597.0428,454.35867,825.00

(c)eliminate the sole supermajority voting requirement (adopted by the Board on May 22, 2025) was approved by the following vote:
Votes Cast ForVotes Cast AgainstAbstentionsBroker Non-Votes
24,720,101.1223,843.2010,659.35867,825.00


Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number		 Description
3.1 
Certificate of Amendment, dated May 21, 2026, to the Restated Certificate of Incorporation of Wingstop Inc.
3.2
Amended and Restated Bylaws of Wingstop Inc., effective as of May 21, 2026.
104 Cover 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 thereunto duly authorized.
Wingstop Inc.
Date:May 22, 2026By:/s/ Alex R. Kaleida
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Wingstop (WING) stockholders approve at the 2026 annual meeting?

Wingstop stockholders elected three directors, ratified KPMG LLP as auditor for 2026, approved executive compensation on an advisory basis, and backed charter and bylaw changes that clarify board authority and update corporate governance provisions.

Were Wingstop Inc. directors re-elected at the 2026 annual meeting?

Yes. Lynn Crump-Caine, Wesley S. McDonald and Anna (Ania) M. Smith were each elected to the board for one-year terms expiring at the 2027 annual meeting, receiving strong majority support in votes cast for their nominations.

Did Wingstop (WING) stockholders approve executive compensation in 2026?

Yes. Stockholders approved Wingstop’s named executive officer compensation on an advisory basis, with 12,473,068.28 votes for, 12,271,161.39 votes against, 10,374.00 abstentions, and 867,825.00 broker non-votes recorded on the say-on-pay proposal.

Who is Wingstop’s independent auditor for fiscal year 2026?

Wingstop stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 25,603,884.68 votes cast for, 9,354.00 votes against, and 9,190.00 abstentions, confirming continued engagement of the same audit firm.

What charter amendment did Wingstop (WING) stockholders approve in 2026?

Stockholders approved an amendment to Wingstop’s Certificate of Incorporation granting the Board of Directors power to adopt, amend or repeal the Bylaws, formalizing board authority over bylaw changes through a filed Certificate of Amendment effective May 21, 2026.

What bylaw changes did Wingstop stockholders ratify at the 2026 meeting?

Stockholders ratified prior board bylaw amendments that updated advance notice and disclosure rules for stockholder proposals and nominations, aligned procedures with the Delaware General Corporation Law, and eliminated Wingstop’s sole supermajority voting requirement in the Bylaws.

Filing Exhibits & Attachments

5 documents

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