First Watch Restaurant Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FWRG
Restaurants
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
On May 20, 2026, First Watch Restaurant Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the Company’s Class II director nominees as Class II directors, (2) approved, on a non-binding, advisory basis, the compensation paid to our named executive officers, (3) approved, on a non-binding, advisory basis, an annual vote frequency for future advisory votes on the compensation paid to our named executive officers, and (4) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 27, 2026. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026. The final results with respect to each proposal are set forth below.
Proposal One - Election of Class II Directors
The stockholders elected each of the three nominees named below as Class II directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal. The results of such vote were:
Class II Director Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
Irene Chang Britt | 32,303,226 | 16,803,210 | 9,564,764 | |||||||||||||||||
Charles Jemley | 44,382,160 | 4,724,276 | 9,564,764 | |||||||||||||||||
Rachel Tipograph | 47,187,755 | 1,918,681 | 9,564,764 | |||||||||||||||||
Proposal Two - Advisory Resolution on Executive Compensation
The stockholders approved, on a non-binding, advisory basis, the compensation paid to our named executive officers. The results of such vote were:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
31,155,497 | 17,633,414 | 317,525 | 9,564,764 | |||||||||||||||||
Proposal Three - Advisory Resolution on the Frequency of Future Votes on Executive Compensation
The stockholders approved, on a non-binding, advisory basis, an annual vote frequency for future advisory votes on the compensation paid to our named executive officers. The results of such vote were:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
46,337,934 | 28,283 | 2,681,394 | 58,825 | 9,564,764 | ||||||||||||||||||||||
Proposal Four - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 27, 2026. The results of such vote were:
For | Against | Abstentions | ||||||||||||
56,336,412 | 2,303,109 | 31,679 | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Watch Restaurant Group, Inc. (Registrant) | ||||||||
Date: May 21, 2026 | By: | /s/ Jay Wolszczak | ||||||
Name: | Jay Wolszczak | |||||||
Title: | Chief Legal Officer, General Counsel and Secretary | |||||||