UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 1, 2017
Wingstop Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37425 | 47-3494862 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 5501 LBJ Freeway, 5th Floor, Dallas, Texas |
75240 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (972) 686-6500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On January 3, 2017, Wingstop Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”), upon recommendation by the Company’s Nominating and Corporate Governance Committee, elected Lynn Crump-Caine to serve as an independent Class II director of the Company, effective January 1, 2017. Ms. Crump-Caine has also been appointed to serve on the Company’s Compensation Committee, effective January 1, 2017.
Ms. Crump-Caine will be entitled to receive compensation under the Company’s Compensation Program for Non-Employee Independent Directors (the “Director Compensation Program”), including a grant of restricted stock. In addition, Ms. Crump-Caine will also enter into the Company’s standard indemnification agreement with directors.
A copy of the Company’s press release announcing Ms. Crump-Caine’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release, dated January 3, 2017. | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 3, 2017
| WINGSTOP INC. | ||
| By: | /s/ Darryl Marsch | |
| Darryl Marsch | ||
| Senior Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated January 3, 2017. | |