Wingstop (WING) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with stockholders able to vote and submit questions online.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• The Board encourages all stockholders to vote, even if they plan to attend the meeting.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II directors, ratifying KPMG LLP as auditor, approving executive compensation (say-on-pay), amending the Certificate of Incorporation to allow the Board to amend bylaws, and ratifying prior bylaw amendments.

• Board recommends voting FOR all proposals.

• Voting rights are one vote per share; no cumulative voting.

• Proposals require a majority vote, except director elections, which are by plurality.

• Stockholders can submit proposals for the 2027 meeting by December 3, 2026.

Board of directors and corporate governance

• Board consists of 10 directors, with a majority being independent and diverse in experience and background.

• Chair and CEO roles are separated; independent directors meet in executive session at least twice a year.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Technology.

• Board conducts annual self-evaluations and succession planning.

• Stockholder engagement is ongoing, with feedback influencing governance and compensation practices.