WINGSTOP INC. (NASDAQ:WING) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. At the time of the Original 8-K, the terms of Mr. Kruguer’s compensation had not been negotiated by the parties or approved by the Company. Except as specifically amended hereby, the Original 8-K remains unchanged.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced by the Company and disclosed in the Original 8-K, effective January 3, 2018, the Company appointed Larry Kruguer to the position of Executive Vice President and Chief Operating Officer.
On January 11, 2018, the Company entered into an employment agreement with Mr. Kruguer (the “Employment Agreement”), effective as of January 3, 2018, to which Mr. Kruguer began serving as the Executive Vice President and Chief Operating Officer of the Company. Under the Employment Agreement, Mr. Kruguer will be employed by the Company for a term of five (5) years, starting January 3, 2018 and ending on the fifth (5th) anniversary of that date, unless earlier terminated by the Company or Mr. Kruguer. The Employment Agreement automatically terminates upon Mr. Kruguer’s death or disability.
Mr. Kruguer is entitled to an annual base salary of $400,000 under the Employment Agreement. In addition, the Employment Agreement provides that Mr. Kruguer will be eligible for an annual bonus (not to exceed 60% of his base salary) based on a combination of the Company’s achievements for each year with respect to (i) the Company’s Free Cash Flow Budget (as defined in the Employment Agreement), (ii) the Company’s growth targets and (iii) such other performance targets determined by the Compensation Committee of the Company’s Board of Directors. to the Employment Agreement, Mr. Kruguer will also be eligible to participate in the employee benefit plans, programs and policies maintained by the Company.
The Employment Agreement provides that if Mr. Kruguer’s employment is terminated for any reason, the Company will pay to Mr. Kruguer (i) any base salary actually earned through the date of termination and (ii) any earned and payable cash bonus from the previous year that has not yet been paid. In addition, the Employment Agreement provides for severance benefits if Mr. Kruguer’s employment is terminated without Cause (as defined in the Employment Agreement). In such instance, Mr. Kruguer is entitled to the continuation of his base salary for twelve (12) months following the termination of his employment, subject to, among other things, his execution of a general release of claims. The Employment Agreement does not entitle Mr. Kruguer to any severance payments in connection with a change of control unless Mr. Kruguer’s employment is terminated without Cause simultaneously with such change of control. The Employment Agreement also entitles Mr. Kruguer to certain severance benefits in the event of his death or disability.
In addition, the Employment Agreement contains customary provisions related to, among other things, non-disclosure of trade secrets, confidentiality, non-competition and non-solicitation obligations and non-disparagement obligations.
About WINGSTOP INC. (NASDAQ:WING)
Wingstop Inc. is a franchisor and operator of restaurants that specialize in cooked-to-order, hand-sauced and tossed chicken wings. The Company offers its guests with over 11 flavors on bone-in and boneless chicken wings paired with hand-cut, seasoned fries and sides. It is a casual chicken wings-focused restaurant chain with various concepts, which include wings as add-on menu items or focus on wings in a bar or sports-centric setting. The flavors include Atomic, Mango Habanero, Cajun, Louisiana Rub, Mild, Hickory Smoked BBQ, Lemon Pepper, Garlic Parmesan, Hawaiian and Teriyaki. It offers various order options, including eat-in, to go, individual, combo meals and family packs. It operates through two segments: Franchise and Company. The Franchise segment consists of its domestic and international franchise restaurants, which represent the majority of its system-wide restaurants. The Company segment consists of company-owned restaurants, which are located only in the United States.