Wingstop (WING) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with shareholders able to vote and submit questions online.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• The Board recommends voting FOR all proposals, including director elections, auditor ratification, executive compensation, and amendments to the Certificate of Incorporation.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class I directors for terms expiring in 2028, ratifying KPMG LLP as auditor, approving executive compensation (say-on-pay), declassifying the Board, and eliminating supermajority voting provisions.

• Amendments to the Certificate of Incorporation require a 66 2/3% affirmative vote.

• Shareholders can submit proposals for the 2026 annual meeting by December 4, 2025.

Board of directors and corporate governance

• The Board consists of 10 directors, 9 of whom are independent; Chair and CEO roles are separated.

• Board diversity: 30% female, 50% diverse by gender or ethnicity.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Technology, all with independent members.

• Annual Board and committee self-evaluations are conducted.

• Stock ownership guidelines and a clawback policy are in place for directors and officers.