8-K/A: First Watch Restaurant Group: Annual Say-on-Pay Vote Frequency Set

First Watch Restaurant Group, Inc. has determined to hold advisory votes on executive compensation annually following a stockholder vote at its 2026 Annual Meeting.

Summary

• This filing is an amendment to a previous report detailing the final voting results of First Watch Restaurant Group's 2026 Annual Meeting of Stockholders.
• The primary purpose of this amendment is to disclose the company's decision on the frequency of future 'say on pay' advisory votes.
• Stockholders voted on how often they prefer to have an advisory vote on executive compensation.
• The results showed a strong preference for annual votes: 46,337,934 shares voted for every one year.
• Votes for every two years were 28,283 shares, and for every three years were 2,681,394 shares.
• Abstentions were 58,825 shares, and broker non-votes were 9,564,764.
• The Board of Directors has decided to hold 'say on pay' votes annually, consistent with the majority stockholder preference.
• This annual frequency will continue until the next advisory vote on frequency or until the Board decides otherwise. The next such vote is due by the 2032 Annual Meeting.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive score, reflecting the company's adherence to shareholder advisory votes and clear communication of its governance decisions, without significant new financial or strategic information.

Positives

• The company is adhering to stockholder preferences by implementing annual 'say on pay' votes.
• A significant majority of voting shares (46,337,934) supported annual advisory votes on executive compensation.
• The Board of Directors has clearly considered and acted upon the outcome of the advisory vote.
• The company has established a clear timeline for the next advisory vote on frequency, by the 2032 Annual Meeting.

Negatives

• A substantial number of broker non-votes (9,564,764) were recorded, indicating a lack of direct shareholder instruction on this matter for a significant portion of shares.
• While the majority favored annual votes, a notable number of shares voted for triennial votes (2,681,394), suggesting some divergence in shareholder opinion on optimal frequency.

Risks

• The company's decision to hold annual 'say on pay' votes may increase the administrative burden and cost associated with preparing and conducting these advisory votes.
• Future 'say on pay' votes could become contentious if executive compensation practices are not perceived favorably by a significant portion of shareholders, potentially leading to negative advisory outcomes.
• The Board's ability to 'otherwise determine a different frequency' in the future could lead to shareholder dissatisfaction if not communicated transparently.

Future Outlook

The company will hold future advisory votes on the compensation of its named executive officers on an annual basis until the next advisory vote on frequency or until the Board determines otherwise. The next advisory vote on frequency is due by the 2032 Annual Meeting.

Management Comments

• The Company's Board of Directors has considered the outcome of this advisory vote and has determined, consistent with the recommendation by the Board as set forth in the proxy statement for the 2026 Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes or until the Board otherwise determines a different frequency of say on pay votes.

Industry Context

StockSavvy.ai notes that the decision by First Watch Restaurant Group to adopt annual 'say on pay' votes aligns with a broader trend in corporate governance where companies are increasingly responsive to shareholder feedback on executive compensation, especially following advisory votes at annual meetings.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased opportunity to provide advisory input on executive compensation annually.
• Management: Will need to ensure executive compensation practices are well-justified and communicated to shareholders annually.
• Employees: Indirect impact through potential alignment of executive and employee interests if compensation is perceived as fair.

Next Steps

• Conduct future 'say on pay' advisory votes on an annual basis.
• Hold the next advisory vote on the frequency of 'say on pay' votes no later than the 2032 Annual Meeting of Stockholders.

Key Dates

Keywords

Say on Pay, Executive Compensation, Annual Meeting, Stockholder Vote, Board of Directors, Corporate Governance, Advisory Vote, Shareholder Engagement