Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 22, 2016



Wingstop Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-37425   47-3494862

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

5501 LBJ Freeway, 5th Floor,

Dallas, Texas

(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 8.01 Other Events.

On December 22, 2016, the Board of Directors (the “Board”) of Wingstop Inc. (the “Company”) adopted amendments to its Corporate Governance Guidelines to provide for a majority vote for directors in uncontested elections and a director resignation policy that applies if directors do not receive the required majority vote in an uncontested election, each effective as of January 1, 2018.

The Company’s amended Corporate Governance Guidelines are available on the Company’s website,, in the Corporate Governance section of the Investors Relations webpage. Information on the Company’s website is not incorporated by reference into this Current Report on Form 8-K.


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: December 23, 2016



/s/ Darryl Marsch

    Darryl Marsch
    Senior Vice President, General Counsel and Secretary