8-K
filed May 22, 2026, 4:28 PM ET
ticker WING
CIK 0001636222
other material
confidence high
sentiment neutral
materiality 0.30
Wingstop annual meeting: shareholders approve bylaw changes; say-on-pay passes with narrow margin
Wingstop Inc.
- Stockholders approved charter amendment giving board power to adopt, amend, or repeal bylaws; ratified prior bylaw amendments.
- All three director nominees (Crump-Caine, McDonald, Smith) re-elected with majority support.
- Advisory say-on-pay vote passed but with significant opposition: ~12.5M for, ~12.3M against (excl. broker non-votes).
- Ratification of KPMG as auditor for FY2026 approved overwhelmingly.
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 give board power to adopt, amend, or repeal bylaws (effective 2026-05-21).
- Change
- charter amendment
- Effective
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
Wingstop Inc.: Stockholders ratified prior board bylaws amendments including advance notice provisions, procedural mechanics, and supermajority elimination.
- Change
- bylaw amendment
Exact text from the filing
the stockholders ratified prior amendments by the Board of Directors to the Bylaws, as discussed in further detail in Item 5.07 below
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved 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 at the 2026-05-21 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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 For Votes Cast Against Abstentions Broker Non-Votes 24,680,874.28 46,404.39 27,325.00 867,825.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved Ratification of prior amendments by the Board of Directors to the Bylaws to amend the advance notice provisions for stockholder proposals and nominations (adopted February 21, 2018) at the 2026-05-21 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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 For Votes Cast Against Abstentions Broker Non-Votes 24,611,186.28 114,736.39 28,681.00 867,825.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 at the 2026-05-21 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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 For Votes Cast Against Abstentions 25,603,884.68 9,354.00 9,190.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved Ratification of prior amendments by the Board of Directors to the Bylaws to eliminate the sole supermajority voting requirement (adopted May 22, 2025) at the 2026-05-21 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
(c) eliminate the sole supermajority voting requirement (adopted by the Board on May 22, 2025) was approved by the following vote: Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 24,720,101.12 23,843.20 10,659.35 867,825.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved Election of Directors at the 2026-05-21 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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: Nominee Votes Cast For Votes Withheld Broker Non-Votes Lynn Crump-Caine 23,901,861.68 852,742.00 867,825.00 Wesley S. McDonald 24,334,852.32 419,751.35 867,825.00 Anna (Ania) M. Smith 24,508,382.68 246,221.00 867,825.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved Advisory vote to approve executive compensation at the 2026-05-21 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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 For Votes Cast Against Abstentions Broker Non-Votes 12,473,068.28 12,271,161.39 10,374.00 867,825.00
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
Wingstop Inc. shareholders approved Ratification of prior amendments by the Board of Directors to the Bylaws to provide for procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and proposals (adopted December 2, 2022) at the 2026-05-21 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
(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 For Votes Cast Against Abstentions Broker Non-Votes 24,611,552.28 114,597.04 28,454.35 867,825.00
View on SEC.gov
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