Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On August 6, 2026, the Board of Directors (the “Board”) of Wingstop Inc.…
Filed Aug 6, 2026Accepted Aug 6, 2026, 4:28 PM EDTCIK 1636222Accession 0001628280-26-054376
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 6, 2026, the Board of Directors (the “Board”) of Wingstop Inc. (the “Company”) increased the size of the Board from ten to eleven members and elected Jay Snowden as a Class II director, effective immediately, to fill the new position authorized by the Board. The Board determined that Mr. Snowden qualifies as “independent” in accordance with the rules of Nasdaq. Mr. Snowden has been appointed a member of the Audit and Compensation Committees of the Board, effective August 6, 2026.
Mr. Snowden will receive annual cash compensation of $100,000 for service on the Board. In connection with his appointment, he was granted restricted stock with a value of approximately $112,500, representing the pro-rated value of the Company’s annual director grant, which shall vest on May 21, 2027.
In connection with Mr. Snowden’s election, the Company and Mr. Snowden will enter into the Company’s standard form of indemnification agreement with directors filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A on June 2, 2015.
Mr. Snowden, 50, has served as Chief Executive Officer and President of PENN Entertainment, Inc. (“PENN”), an operator of casinos, racetracks, online sports betting and iCasino offerings, since January 2020. Prior to his current role, Mr. Snowden served as PENN’s President and Chief Operating Officer from March 2017 and has held various senior leadership roles since joining PENN in October 2011. Mr. Snowden was appointed to PENN’s board of directors in August 2019. Prior to joining PENN, Mr. Snowden held leadership positions with Caesars Entertainment Corporation in several markets, including Las Vegas, Nevada and Atlantic City, New Jersey. Mr. Snowden holds a bachelor’s degree from Harvard University and an M.B.A. from Washington University in St. Louis.
There are no arrangements or understandings pursuant to which Mr. Snowden has been elected as a director of the Company. There are no transactions in which Mr. Snowden has an interest requiring disclosure under Item 404(a) of Regulation S-K.