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 Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On March13, 2017, Neal K. Aronson, Chairman of the Board of
Directors (the Board) of WingstopInc. (the Company) announced he
would no longer serve as Chairman of the Board and he, along with
directors Erik O. Morris and Steven M. Romaniello, will be
resigning from the Board effective March13, 2017 in order to
devote their full attention to the management of other portfolio
companies of Roark Capital Group. Each of Messrs.Aronson, Morris
and Romaniello advised the Company that their decision to resign
did not involve any disagreement with the Company.
On March13, 2017, the Company announced that Charles R. Morrison,
the Companys Chief Executive Officer and President, was appointed
Chairman of the Board. Mr.Morrison has served as our Chief
Executive Officer and President since June 2012, and a member of
our Board, since September 2012. Prior to joining Wingstop,
Charlie was Chief Executive Officer of Rave Restaurant Group, a
publicly traded international pizza chain, from January 2007 to
June 2012. Charlie has also held multiple senior leadership
positions during his more than 20 years of restaurant experience,
including serving as President of Steak Ale and The Tavern
Restaurants for Metromedia Restaurant Group, as well as various
management positions at Kinkos, Boston Market and Pizza Hut.
On March13, 2017, the Company announced that Lynn Crump-Caine was
elected Lead Independent Director. Ms.Crump-Caine has been a
director of the Company since January 2017. In 2005,
Ms.Crump-Caine is the founder and Chief Executive Officer of
OutsideIn Consulting, an organizational performance and strategy
development consulting firm. Ms.Crump-Caine brings substantial
public-company governance experience with her current
directorship at GK Services, and her former directorship at
Krispy Kreme Doughnuts, Inc., where she chaired the Compensation
Committee. Lynn previously served as Executive Vice President of
the Worldwide Operations for McDonalds until 2004, where her
responsibility also included global supply chain, real estate
development and innovation worldwide. She previously held
numerous executive level positions including Executive Vice
President U.S., Restaurant Systems and Operations.
On March13, 2017, the Board , upon recommendation by the Companys
Nominating and Corporate Governance Committee, elected
Kilandigalu (Kay) M. Madati to serve as an independent ClassIII
director of the Company, effective March13, 2017. Mr.Madati has
also been appointed to serve on the Companys Nominating and
Corporate Governance Committee, effective March13, 2017.
Mr.Madati will be entitled to receive compensation under the
Companys non-employee director compensation policy, including a
grant of restricted stock. In addition, Mr.Madati will also enter
into the Companys standard indemnification agreement with
directors. Mr.Madati currently serves as Executive Vice President
and Chief Digital Officer of BET Networks, a subsidiary of
Viacom, Inc., that operates the leading cable channel targeting
young African-American audiences since 2014. Prior to that,
Mr.Madati was Head, Entertainment Media, Global Marketing
Solutions for Facebook, an online social media and social
networking service, since 2011. Prior to that, he was Vice
President, Audience Experience Engagement, at CNN Worldwide, a
television news channel , since 2008. Prior to that, he served in
various leadership roles with Community Connect, a
social-networking company, Octagon Worldwide, a leader in sports
entertainment marketing, and BMW of North America, a worldwide
automaker.
Following these actions, the Companys Board and Committee
composition is as follows:
| Board of Directors | Independent | Compensation Committee | Audit Committee | Nominating and CorporateGovernance Committee | ||||
| Sidney J. Feltenstein | X | X | X | |||||
| Michael J. Hislop | X | X | X | Chair | ||||
|
Lynn Crump-Caine Lead Independent Director |
X | Chair | ||||||
| Wesley S. McDonald | X |
Chair FinancialExpert |
X | |||||
| Kilandigalu(Kay)M.Madati | X | X | ||||||
|
Charles R. Morrison Chairman of the Board |
A copy of the Companys press release announcing Mr.Madatis
appointment is attached to this Current Report on Form8-K as
Exhibit99.1 and is incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
99.1Press release, dated March14, 2017.
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. Wingstop Inc. (NASDAQ:WING) Recent Trading Information
Wingstop Inc. (NASDAQ:WING) closed its last trading session 00.00 at 25.96 with 562,696 shares trading hands.
