Wingstop (WING) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with shareholders able to vote and submit questions online.

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

• 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

• Election of four Class I directors for terms expiring at the 2028 annual meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Amendments to declassify the Board and eliminate supermajority voting provisions.

• Shareholder proposals for the 2026 meeting must be submitted by specified deadlines and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of 10 directors, 90% of whom are independent; Chair and CEO roles are separated.

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

• Annual board and committee self-evaluations, succession planning, and regular executive sessions of independent directors.

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

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