8-K

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): March 10, 2022

WINGSTOP INC.

(Exact name of registrant as specified in its charter)

(972) 686-6500

(Registrant’s telephone number, including area code)

N/A

(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):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On March 14, 2022, Wingstop Inc. (the “Company”) announced the promotion of its President and Chief Operating Officer, Michael Skipworth, to Chief Executive Officer, effective March 13, 2022. Mr. Skipworth succeeds Charles Morrison, the Company’s current Chief Executive Officer, who tendered on March 10, 2022 his resignation as Chief Executive Officer and Chairman of the Board to become Chief Executive Officer of Salad And Go, a private equity sponsored, non-competitive company, where he serves on the Board of Directors. Mr. Skipworth will retain his title of President. Mr. Morrison will remain with the Company until April 8, 2022 to assist with transitional matters in consideration for his current compensation.

Mr. Skipworth was also appointed on March 13, 2022 to serve on the Company’s Board of Directors (the “Board”) to fill the vacancy created by Mr. Morrison’s resignation and to serve as a Class III director until the annual meeting of stockholders to be held in 2024, subject to the election and qualification of his successor and to his earlier death, resignation or removal.

Mr. Skipworth, 44, served as our President and Chief Operating Officer since August 2021, during which period he led global supply chain, operations and domestic development. Prior to that, he served as Executive Vice President and Chief Financial Officer from February 2018 until August 2021. Prior to that, Mr. Skipworth had served as our Senior Vice President and Chief Financial Officer since August 2017. He joined Wingstop in December 2014 as Vice President, Corporate Controller, and served as Vice President of Finance from January 2016 to June 2017. In June 2017, Mr. Skipworth was appointed as our interim Chief Financial Officer and served in that role until his appointment as Chief Financial Officer in August 2017.

Lynn Crump-Caine, 64, was appointed as Chair of the Company’s Board on March 13, 2022, to succeed Mr. Morrison as Chair. Ms. Crump-Caine is the Company’s Lead Independent Director and has been a member of the Board since January 2017. She is the founder and Chief Executive Officer of OutsideIn Consulting, an organizational performance and strategy development consulting firm. Ms. Crump-Caine brings 30 years of restaurant industry experience having previously served as Executive Vice President of the Worldwide Operations for McDonald’s, where her responsibilities also included global supply chain, real estate development, and innovation worldwide. Prior to this role, she held numerous executive level positions including Executive Vice President U.S., Restaurant Systems and Operations. Her current directorships include Thrivent Financial and Advocate Aurora Health Care (previously Advocate Health Care, where she was past chair). Her former directorships include G&K Services and Krispy Kreme Doughnuts, Inc. Ms. Crump-Caine also serves as the Chair of the Board and a mentor with The ExCo Group, a global firm providing mentoring services for senior executives.

As of the filing of this Current Report on Form 8-K, the Board has not completed the documentation of the compensation for Mr. Skipworth in his new role. The Company will file the foregoing information after the information is determined or becomes available.

ITEM 7.01. REGULATION FD DISCLOSURE.

On March 14, 2022, the Company issued a press release (the “Press Release”) announcing the promotion of Mr. Skipworth and his appointment to the Board, the appointment of Ms. Crump-Caine as the Board Chair and Mr. Morrison’s resignation. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

| Item 9.01. | Financial Statements and Exhibits | | --- | --- || (d) | Exhibits | | --- | --- | | 99.1 | Press release, dated March 14, 2022 (furnished pursuant to Item 7.01) |

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.

Document

Wingstop Announces Resignation of Chairman and CEO Charlie Morrison, Board Appoints President and COO Michael Skipworth as Successor

Lead Independent Director Lynn Crump-Caine to now also serve as Chair of the Board of Directors

DALLAS, March 14, 2022 – Wingstop (NASDAQ: WING) today announced the resignation of its Chairman and Chief Executive Officer Charlie Morrison and the appointment of President and Chief Operating Officer Michael Skipworth as successor Chief Executive Officer, effective March 13, 2022. Charlie resigned from the company to become CEO of Salad And Go, where he serves on the Board of Directors. Lynn Crump-Caine, the Lead Independent Director, was appointed to succeed Charlie as Chair.

“It is with mixed emotions that I announce my resignation from Wingstop,” said Charlie. “It’s been an incredible 10 years and I will be forever proud of the growth and outstanding achievements of the past decade. Michael has worked closely with me as a trusted partner and colleague and I cannot think of a better person to serve as Wingstop’s President and CEO. I have a profound amount of respect and confidence in Michael as he leads the brand in its next phase of monumental growth.”

Michael joined Wingstop in December 2014 and has served in a number of leadership roles within the company including EVP and Chief Financial Officer and most recently President and COO. During Michael’s tenure he has been a key player in the brand’s unparalleled success. Of note, he helped launch the brand’s 2015 IPO, which became one of the most successful in the industry. With Michael’s appointment as CEO, he will also join the Wingstop Board of Directors.

“I’m humbled and excited for this next chapter with Wingstop,” said Michael. “Charlie and I have worked together over the past eight years to grow and scale the brand globally, and we have a great deal of momentum as we look to the future. I feel confident we have the right talent and team with a clear strategy to continue delivering our unparalleled and industry-leading results. On a personal note, I will greatly miss Charlie’s partnership but am looking forward to seeing the amazing things he accomplishes in his new role.”

“On behalf of the Board, I want to extend our sincere gratitude for Charlie’s leadership and vision,” said Lynn. “We have much to look forward to with Michael as our CEO. He’s been instrumental in elevating and scaling Wingstop across the globe and the Board has incredible confidence in his ability to catapult the brand to its next level of growth and beyond.”

A conference call for investors will be hosted by Charlie and Michael today, March 14, 2022, beginning at 4 p.m. CT. The conference call can be joined telephonically by dialing 1-877-259-5243 or 1-412-317-5176 for international and entering the conference ID 5201128. A replay will be available two hours after the call and can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 and entering the passcode 7563911. The replay will be available through Monday, March 28, 2022.

About Wingstop

Founded in 1994 and headquartered in Dallas, TX, Wingstop Inc. (NASDAQ: WING) operates and franchises more than 1,700 locations worldwide. The Wing Experts are dedicated to Serving the World Flavor through an unparalleled guest experience and use of a best-in-class technology platform, all while offering classic and boneless wings, tenders, and Thigh Bites, always cooked to order and hand sauced-and-tossed in fans' choice of 11 bold, distinctive flavors. Wingstop's menu also features signature sides including fresh-cut, seasoned fries and freshly-made ranch and bleu cheese dips.

In fiscal year 2021, Wingstop's system-wide sales increased 20.2% to approximately $2.3 billion, marking the 18th consecutive year of same store sales growth. With a vision of becoming a Top 10 Global Restaurant Brand, its system is comprised of independent franchisees, or brand partners, who account for approximately 98% of Wingstop's total restaurant count of 1,731 as of December 25, 2021. During the fiscal quarter ended December 25, 2021, Wingstop generated 61.3% of sales via digital channels including Wingstop.com and the Wingstop app. Over the next three years, Wingstop intends to increase digital sales through continued investments in its technology platform and scaling its platform globally.

A key to this business success and consumer fandom stems from The Wingstop Way, which includes a core value system of being Authentic, Entrepreneurial, Service-minded, and Fun. The Wingstop Way extends to the brand's environmental, social and governance platform as Wingstop seeks to provide value to all stakeholders.

Rounding out a strong year in 2021, the Company was ranked #1 on Technomic 500's "Fastest Growing Franchise" and #22 on Entrepreneur Magazine's "Franchise 500," maintained its certification as a Great Place to Work, was named as a finalist for The Innovation SABRE Award's Best New Product/Brand Launch category for its Thighstop campaign, and named to Fast Company’s “The World’s Most Innovative Companies” list ranking #4 in the dining category.

For more information visit www.wingstop.com or www.wingstop.com/own-a-wingstop and follow @Wingstop on Twitter, Instagram, Facebook, and TikTok. Learn more about Wingstop's involvement in its local communities at www.wingstopcharities.org.

Media Contact

Megan Sprague

Media@wingstop.com

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Investor Contact

Susana Arevalo and Skyler Ray

972-331-8484

IR@wingstop.com