Wingstop Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 15:16

Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 11, 2025, the Board of Directors (the "Board") of Wingstop Inc. (the "Company") and the Compensation Committee of the Board approved a one-time retention equity award under the Wingstop Inc. 2024 Omnibus Incentive Plan to Michael J. Skipworth, the Company's President and Chief Executive Officer, consisting of 45,505 performance-based restricted stock units (the "PSU Award"), which have a grant date value of $12.5 million, and 45,505 service-based restricted stock units (the "RSU Award"), which have a grant date value of $12.5 million.
The PSU Award consists of performance-based restricted stock units that will be eligible to vest between 0% and 100% subject to the Company's achievement of system-wide sales targets during the 12-month performance period commencing on the first day of the Company's fiscal third quarter in 2029 and ending on the last day of the Company's fiscal second quarter in 2030. The PSU Award is subject to forfeiture or acceleration upon certain qualifying events in accordance with the terms of the award agreement (the "PSU Award Agreement").
The RSU Award consists of time-based restricted stock units that vest following a five-year period from the date of grant. The RSU Award is subject to forfeiture or acceleration upon certain qualifying events in accordance with the terms of the award agreement (the "RSU Award Agreement").
The PSU Award and RSU Award are structured to retain Mr. Skipworth, incentivize future service to the Company, and further align his interests with those of the Company's stockholders.
The foregoing descriptions of the PSU Award Agreement and RSU Award Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the PSU Award Agreement and RSU Award Agreement attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, which agreements are incorporated herein by reference.
Wingstop Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 21:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]