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): August 23, 2021

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 August 27, 2021, Wingstop Inc. (the “Company”) announced the promotion of its Executive Vice President and Chief Financial Officer, Michael Skipworth, to President and Chief Operating Officer, and Alex Kaleida to Chief Financial Officer and Senior Vice President, effective immediately. Mr. Skipworth succeeds Mahesh Sadarangani, the Company’s current Chief Operating Officer, who tendered on August 23, 2021 his resignation to become Chief Executive Officer of a private equity sponsored, non-competitive company.

Mr. Kaleida, age 43, has served as the Company’s Vice President, FP&A since March 2019, where his responsibilities grew over time to include leading and overseeing FP&A, Internal Audit and Investor Relations. Prior to joining the Company, he served in various finance and strategic leadership positions with increasing responsibility at The Wendy’s Company from January 2014 until March 2019, where he was promoted to Senior Director, Corporate FP&A and Operations Finance reporting to the CFO. Prior to his time at The Wendy’s Company, he served in various positions at H.J. Heinz Company, where his responsibilities ranged from accounting to finance leadership roles across North American consumer products and food service business units as well as global strategy.

Biographical information for Mr. Skipworth, 43, required by Item 5.02(c) of Form 8-K has been previously reported in the “Executive Officers” section of the 2021 Proxy Statement and is incorporated by reference into this Item 5.02.

As an executive officer, Mr. Kaleida is eligible to participate in all benefit programs offered by the Company to similarly situated executives and will participate in the Company’s Executive Severance Plan, as more particularly described in the Company’s 2021 Proxy Statement.

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

ITEM 7.01. REGULATION FD DISCLOSURE.

On August 27, 2021, the Company issued a press release (the “Press Release”) announcing the promotions of Mr. Skipworth and Mr. Kaleida and the resignation of Mr. Sadarangani. 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 August 27, 2021 (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 Promotes Michael Skipworth to President and Chief Operating Officer, Alex Kaleida to Chief Financial Officer

DALLAS, August 27, 2021 -- Wingstop (NASDAQ: WING), the leading digitally-savvy, tech-focused restaurant brand with more than 1,600 locations worldwide, today announced the promotion of Michael Skipworth to President and Chief Operating Officer, and Alex Kaleida to Chief Financial Officer. Michael succeeds Mahesh Sadarangani, the Company’s COO who has resigned after being recruited to become CEO of a private equity-backed company.

“I’m thrilled to provide amazing growth opportunities within our organization for both Michael and Alex,” said Chairman and CEO Charlie Morrison. “People are the foundation of our business, and I truly believe we have some of the most talented and brilliant minds in the industry. This enables us to promote from within, which equates to amazing opportunities and continued growth for our Wingstop team members.”

Michael joined Wingstop in December 2014 and most recently served as EVP and Chief Financial Officer. During his tenure, he has worked closely as Charlie’s right-hand partner and esteemed colleague to drive the business forward and has been a key player in propelling the brand’s success. Included in this success, Charlie and Michael took the brand public together in 2015, celebrating one of the industry’s most successful IPOs, with more than 700% total shareholder return to-date.

Alex joined Wingstop in 2019 as VP, Financial Planning & Analysis, immediately working closely with Michael, and in his most recent role led Investor Relations, fostering key relationships with shareholders and the investment community. With previous leadership roles at Wendy’s and Kraft Heinz Company, Alex is a well-respected leader within the industry and possess a wealth of financial knowledge and deep understanding of financial impacts and levers across marketing, digital, operations and more.

About Wingstop

Founded in 1994 and headquartered in Dallas, TX, Wingstop Inc. (NASDAQ: WING) operates and franchises over 1,600 locations worldwide. The Wing Experts are dedicated to Serving the World Flavor through an unparalleled guest experience and offering of classic wings, boneless wings and tenders, 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 addition, Wingstop launched virtual brand Thighstop in June 2021 featuring crispy bone-in and boneless thighs sauced and tossed in Wingstop's 11 signature flavors, available through Thighstop.com and DoorDash.

In fiscal year 2020, Wingstop's system-wide sales increased 28.8% year-over-year to approximately $2.0 billion, marking the 17th consecutive year of same store sales growth, and Wingstop achieved over 700% stockholder return since its 2015 initial public offering. 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 1,624 as of June 26, 2021. During the fiscal quarter ended June 26, 2021, Wingstop opened 45 net new restaurants, an increase of 13.1%, and announced domestic same-store sales increased 2.1%. During the fiscal quarter ended June 26, 2021, Wingstop generated 64.5% of sales via digital channels including Wingstop.com and the Wingstop app.

A key to Wingstop's success is the Wingstop Way, which includes a core value system of being Authentic, Entrepreneurial, Service-minded, and Fun. This value system extends to its environmental, social and governance platform as Wingstop seeks to provide value to all stakeholders.

The Company has been ranked on Entrepreneur Magazine's "150 Strongest-growing Franchises" and "The World's Best Franchises" (2020), Franchise Business Review's "Top Food Franchises" (2020), Nation's Restaurant News' "Top 200 Restaurant Chains" (2020), Fast Casual's "Top 100 Movers & Shakers" (2020), and named to The Stevie Awards for Great Employers (2020).

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

Media Contact Megan Sprague 972-331-9155 Media@wingstop.com

Investor Contacts Alex Kaleida and Susana Arevalo 972-331-8484 IR@wingstop.com