Wingstop stockholders approve board declassification and removal of supermajority voting provisions

Wingstop Inc.

Stockholders approved amendment to declassify Board, providing for annual director elections (25,275,903 for, 80,840 against).
Stockholders approved elimination of supermajority voting provisions in Certificate of Incorporation (25,312,463 for, 44,466 against).
Board also amended Bylaws to remove sole supermajority provision on bylaw amendments, effective concurrently.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Wingstop Inc.: Amended certificate of incorporation to declassify the board and eliminate supermajority voting provisions (effective 2025-05-22).

Change: charter amendment
Effective: 2025-05-22

Exact text from the filing

the stockholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) declassify the Board of Directors of the Company (the “Board”) and provide for the annual election of directors (the “Declassification Amendment”) and (ii) eliminate the supermajority voting provisions contained therein (the “Supermajority Elimination Amendment”

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Wingstop Inc.: Amended bylaws to eliminate the sole supermajority voting provision relating to amendment of the bylaws (effective 2025-05-22).

Change: bylaw amendment
Effective: 2025-05-22

Exact text from the filing

the Board approved an amendment to the Company’s bylaws (the “Bylaws”), which became effective concurrently with the effectiveness of the Governance Amendments, as the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”). The Bylaws were amended to eliminate the sole supermajority voting provision contained therein relating to the amendment of the Bylaws

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Wingstop Inc. filing history →

Source: SEC EDGAR

accession 0001636222-25-000080

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