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 13, 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.

(b)

On March 13, 2017, Neal K. Aronson, Chairman of the Board of Directors (the “Board”) of Wingstop Inc. (the “Company”) announced he would no longer serve as Chairman of the Board and he, along with directors Erik O. Morris and Steven M. Romaniello, will be resigning from the Board effective March 13, 2017 in order to devote their full attention to the management of other portfolio companies of Roark Capital Group. Each of Messrs. Aronson, Morris and Romaniello advised the Company that their decision to resign did not involve any disagreement with the Company.

On March 13, 2017, the Company announced that Charles R. Morrison, the Company’s Chief Executive Officer and President, was appointed Chairman of the Board. Mr. Morrison has served as our Chief Executive Officer and President since June 2012, and a member of our Board, since September 2012. Prior to joining Wingstop, Charlie was Chief Executive Officer of Rave Restaurant Group, a publicly traded international pizza chain, from January 2007 to June 2012. Charlie has also held multiple senior leadership positions during his more than 20 years of restaurant experience, including serving as President of Steak & Ale and The Tavern Restaurants for Metromedia Restaurant Group, as well as various management positions at Kinko’s, Boston Market and Pizza Hut.

On March 13, 2017, the Company announced that Lynn Crump-Caine was elected Lead Independent Director. Ms. Crump-Caine has been a director of the Company since January 2017. In 2005, Ms. Crump-Caine is the founder and Chief Executive Officer of OutsideIn Consulting, an organizational performance and strategy development consulting firm. Ms. Crump-Caine brings substantial public-company governance experience with her current directorship at G&K Services, and her former directorship at Krispy Kreme Doughnuts, Inc., where she chaired the Compensation Committee. Lynn previously served as Executive Vice President of the Worldwide Operations for McDonald’s until 2004, where her responsibility also included global supply chain, real estate development and innovation worldwide. She previously held numerous executive level positions including Executive Vice President U.S., Restaurant Systems and Operations.

On March 13, 2017, the Board , upon recommendation by the Company’s Nominating and Corporate Governance Committee, elected Kilandigalu (Kay) M. Madati to serve as an independent Class III director of the Company, effective March 13, 2017. Mr. Madati has also been appointed to serve on the Company’s Nominating and Corporate Governance Committee, effective March 13, 2017. Mr. Madati will be entitled to receive compensation under the Company’s non-employee director compensation policy, including a grant of restricted stock. In addition, Mr. Madati will also enter into the Company’s standard indemnification agreement with directors. Mr. Madati currently serves as Executive Vice President and Chief Digital Officer of BET Networks, a subsidiary of Viacom, Inc., that operates the leading cable channel targeting young African-American audiences since 2014. Prior to that, Mr. Madati was Head, Entertainment & Media, Global Marketing Solutions for Facebook, an online social media and social networking service, since 2011. Prior to that, he was Vice President, Audience Experience & Engagement, at CNN Worldwide, a television news channel , since 2008. Prior to that, he served in various leadership roles with Community Connect, a social-networking company, Octagon Worldwide, a leader in sports entertainment marketing, and BMW of North America, a worldwide automaker.

Following these actions, the Company’s Board and Committee composition is as follows:

Board of Directors	Independent	Compensation Committee	Audit Committee	Nominating and Corporate Governance Committee
Sidney J. Feltenstein	X	X	X
Michael J. Hislop	X	X	X	Chair
Lynn Crump-Caine Lead Independent Director	X	Chair
Wesley S. McDonald	X		Chair Financial Expert	X
Kilandigalu (Kay) M. Madati	X			X
Charles R. Morrison Chairman of the Board

A copy of the Company’s press release announcing Mr. Madati’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 March 14, 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: March 14, 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 March 14, 2017.

EX-99.1

Exhibit 99.1

Wingstop Inc. Board of Directors Transitions to New Structure

President & CEO Charlie Morrison Appointed Chairman of the Board

Experienced Board Member Lynn Crump-Caine Named Lead Independent Director;

BET Executive Kay Madati Joins as New Independent Director

DALLAS, March 14, 2017 (GLOBE NEWSWIRE) — Wingstop Inc. (NASDAQ: WING), the award-winning wing concept with over 1,000 locations worldwide, today announced changes to its Board of Directors, including the appointment of Wingstop President and CEO Charlie Morrison to the additional role of Chairman of the Board. As part of the transition, Lynn Crump-Caine, who was appointed to the Board in January, has been named Lead Independent Director, and Kilandigalu (Kay) M. Madati, Executive Vice President and Chief Digital Officer at BET Networks, was appointed to the Board as a new independent Director.

The newly created Lead Independent Director role will be filled by Lynn Crump-Caine. Ms. Crump-Caine has considerable public company board experience from serving as a Director for G&K Services (Nasdaq: GK) and Krispy Kreme Doughnuts, Inc. In her thirty-year career with McDonald’s Corporation, Ms. Crump-Caine held multiple executive roles, most recently serving as Executive Vice President of Worldwide Operations, where she led the development of McDonald’s real estate growth strategy, global supply chain, standards, and systems for over 31,000 restaurants, worldwide.

Newly appointed independent Board Member Kay Madati is the Executive Vice President and Chief Digital Officer of BET Networks, where he is responsible for setting and leading the network’s digital, social and mobile strategy. Prior to BET, Mr. Madati worked at Facebook where he led entertainment, media and global marketing solutions. He previously served as Vice President for Audience Experience & Engagement for CNN Worldwide where he helped build the network’s digital presence and served as a change agent for how the organization functioned and interacted with its audience. Mr. Madati serves on the National Advisory Board of the W.E.B. Du Bois Institute/Hutchins Center for African & African American Research at Harvard University, and on the board of CoachArt, a non-profit organization serving families impacted by childhood chronic illness.

“Kay Madati is an accomplished digital, social, and mobile marketing professional who has driven innovation strategy at some of the leading corporations in the country,” said Morrison. “With his deep understanding of multicultural marketing and global digital and social business, he is a valuable addition to the Wingstop Board of Directors, and we are very fortunate to have him on our team.”

“I am honored to join the Wingstop Board of Directors and to contribute to such a dynamic global brand,” said Kay Madati. “Wingstop is at the forefront of restaurant digital and social innovation, and I look forward to leveraging my experience to further propel the Company’s rapid growth and success.”

The restructuring of the Board includes resignations from Neal Aronson, Steve Romaniello, and Erik Morris, each affiliated with Roark Capital. “Each of these members made valuable contributions to the Board and were instrumental in supporting Wingstop when it was majority owned by Roark Capital, through Wingstop’s successful 2015 IPO, and to its status as a fully independent public company,” said Morrison. “Wingstop would not be where it is today without the leadership and guidance that Neal, Steve and Erik provided.”

About Wingstop:

Founded in 1994 and headquartered in Dallas, Texas, Wingstop Inc. (NASDAQ:WING) operates and franchises more than 1,000 restaurants across the United States, Mexico, Singapore, the Philippines, Indonesia, and the United Arab Emirates. 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, hand-sauced and tossed and served with a variety of house-made sides including fresh-cut, seasoned fries. Having grown its domestic same store sales for 13 consecutive years, the Company has been ranked #3 on the “Top 100 Fastest Growing Restaurant Chains” by Nation’s Restaurant News (2016), #7 on the “Top 40 Fast Casual Chains” by Restaurant Business (2016), and was named “Best Franchise Deal in North America” by QSR magazine (2014). Wingstop was ranked #88 on Fortune’s 100 Best Medium Workplaces list in October 2016. For more information visit www.wingstop.com or www.wingstopfranchise.com. Follow us on facebook.com/Wingstop and Twitter @Wingstop.

Forward Looking Information

Certain statements contained in this news release, as well as other information provided from time to time by Wingstop Inc. or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “guidance,” “anticipate,” “estimate,” “expect,” “forecast,” “project,” “plan,” “intend,” “believe,” “confident,” “may,” “should,” “can have,” “likely,” “future” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Examples of forward-looking statements in this news release include our new board structure, our anticipated expansion and positioning to deliver sustainable and profitable growth.

Any such forward looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Although we believe any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in any forward-looking statements. Please refer to the risk factors discussed in our Form 10-K for the year ended December 31, 2016, which can be found at the SEC’s website www.sec.gov. The discussion of these risks is specifically incorporated by reference into this news release.

Any forward-looking statement made by Wingstop Inc. in this press release speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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Media Contact:

Joy Murphy, ICR

joy.murphy@icrinc.com

646.277.1242

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