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) May 18, 2016

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 May 20, 2016, 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 Wesley S. McDonald to serve as an independent Class II director of the Company, effective May 18, 2016. Mr. McDonald has also been appointed to serve as Chairman of the Company’s Audit Committee, effective May 18, 2016.

Mr. McDonald will be entitled to receive compensation under the Company’s Compensation Program for Non-Employee Independent Directors (the “Director Compensation Program”), as described below, including a grant of restricted stock. In addition, Mr. McDonald will also enter into the Company’s standard indemnification agreement with directors.

A copy of the Company’s press release announcing Mr. McDonald’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Concurrent with Mr. McDonald’s appointment, the Board approved adjustments to the Director Compensation Program for its non-employee independent directors. The adjustments to the Director Compensation Program are intended to better align the compensation of non-employee independent directors with the interests of the Company’s stockholders. The adjusted terms of the Director Compensation Program are as follows:

• an annual cash retainer of $50,000, payable in quarterly installments of $12,500; and

• an annual equity award of $50,000 in the form of restricted stock having a three-year vesting period.

The Director Compensation Program also provides for additional cash retainers for committee members, consisting of a $15,000 annual retainer for the Audit Committee chairperson, a $10,000 annual retainer for the Compensation Committee chairperson, a $5,000 annual retainer for the Nominating and Corporate Governance Committee chairperson and a $2,500 annual retainer per committee for each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee other than the chairperson. The Company will also reimburse directors of all reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with Board and committee meetings.

Under the Director Compensation Program, each non-employee independent director is expected to beneficially own shares of the Company’s stock with an aggregate fair market value of at least $150,000 after the later of five years following the Company’s initial public offering or five years after joining the Board.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated May 20, 2016.

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: May 20, 2016

WINGSTOP INC.
By:	/s/ Michael F. Mravle
	Michael F. Mravle
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 20, 2016.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Wingstop Inc. Appoints Wesley McDonald to Board of Directors

Dallas, May 20, 2016 – (GLOBE NEWSWIRE) – Wingstop Inc. (NASDAQ: WING) today announced that Wesley McDonald has been appointed to the Company’s Board of Directors as an independent director, effective May 18, 2016. Mr. McDonald will also serve on the Audit Committee. Inclusive of this appointment, Wingstop’s Board of Directors now consists of seven members.

Mr. McDonald has served as Chief Financial Officer of Kohl’s Corporation (NYSE: KSS) since 2003, where he oversees financial planning and analysis, investor relations, financial reporting, accounting operations, tax, treasury, non-merchandise purchasing, credit and capital investment. He was promoted to Senior Executive Vice President, Chief Financial Officer in 2010 and to the principal officer position of Chief Financial Officer in 2015. Prior to joining Kohl’s, Mr. McDonald served as Chief Financial Officer and Vice President of Abercrombie & Fitch Co. In that role, he was responsible for financial planning and analysis, investor relations, tax, treasury, accounting operations, loss prevention, direct mail and e-commerce operations and store financial operations. Earlier in his career, he held several positions of increasing responsibility at Target Corporation.

Mr. McDonald earned a B.S. in Engineering from Bucknell University and an MBA in Finance from the University of Pennsylvania’s Wharton School of Business.

President and Chief Executive Officer Charlie Morrison stated, “As an independent Director, Wes brings an enviable record of success to Wingstop through his twenty eight years of retail management experience. His expertise in finance coupled with his deep understanding of technology and operations will provide an invaluable perspective to our Board of Directors and senior leadership team. We look forward to working with Wes and leveraging his knowledge to strengthen our brand and Company.”

About Wingstop

Founded in 1994 and headquartered in Dallas, Texas, Wingstop Inc. (NASDAQ: WING) operates and franchises 873 restaurants across the United States, Mexico, Singapore, the Philippines, Indonesia, and the United Arab Emirates as of the end of the fiscal first quarter 2016. The Wing Experts’ menu features classic and boneless wings with 11 bold, distinctive flavors including Original Hot, Cajun, Atomic, Mild, Teriyaki, Lemon Pepper, Hawaiian, Garlic Parmesan, Hickory Smoked BBQ, Louisiana Rub and Mango Habanero. Wingstop’s wings are always cooked to order, sauced and tossed and served with a variety of house-made sides including Wingstop’s hand-cut, seasoned fries. For more information visit www.wingstop.com or www.wingstopfranchise.com. Become a fan of Wingstop by visiting facebook.com/wingstop or twitter.com/wingstop.

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Media Contact:

Kristina Jorge

646-277-1234

wingstop@icrinc.com

Investor Contact:

Raphael Gross

203-682-8253

raphael.gross@icrinc.com