UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

WINGSTOP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO OUR STOCKHOLDERS

WINGSTOP INC.

5501 LBJ Freeway, 5th Floor,

Dallas, Texas 75240April 25, 2019

March 23, 2016

Dear Stockholder:

We cordially invite you to attend the 20162019 Annual Meeting of Stockholders of Wingstop Inc. to be held on Wednesday, May 4, 2016,June 12, 2019, at 2.00 p.m. eastern10:00 a.m. central time at the offices of King & Spalding LLPWingstop’s conference facility located at 1180 Peachtree St NE, 16^th5501 LBJ Freeway, 4th Floor, Atlanta, GA 30309.Dallas, Texas 75240.

The items of businessEnclosed are listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed inProxy Statement, which describe the Proxy Statement.business that will be acted upon at the meeting, as well as our 2018 Annual Report, which includes our audited financial statements.

We are pleased toFor your convenience, we will take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to stockholders over the Internet. We believe that thise-proxy process expedites stockholders’ receipt of proxy materials while also lowering the costs and reducing the environmental impact of our Annual Meeting. On March 23, 2016,or about April 25, 2019, we began mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report2018 Annual Report and how to vote over the Internet or how to request and return a proxy card by mail. For information on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials, proxy materials email, or proxy card you receive to assure that your shares will be represented and voted at the Annual Meeting even if you cannot attend. Copies of the Notice of Internet Availability of Proxy Materials, Proxy Statement, and 2018 Annual Report are available at www.proxydocs.com/WING.

Your vote is important. To be sure your shares are voted at the meeting, even Even if you plan to attend the meeting in person, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares in person if you are able to attend.

On behalf of your boardBoard of directors,Directors, thank you for your continued support of and interest in Wingstop Inc.

Chairman and Chief Executive Officer

WINGSTOP INC.

5501 LBJ Freeway, 5th Floor,

Dallas, Texas 75240

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held May 4, 2016TO BE HELD JUNE 12, 2019

By order of the Board of Directors,

Darryl R. Marsch

Senior Vice President, General Counsel & Secretary

April 25, 2019

By order of the Board of Directors, Jay A. Young General Counsel and Secretary TABLE OF CONTENTS

March 23, 2016

TABLE OF CONTENTS

WINGSTOP INC.

PROXY STATEMENT SUMMARY
		WINGSTOP INC. 5501 LBJ Freeway, 5th Floor, Dallas, Texas 75240

5501 LBJ Freeway, 5th Floor,

Dallas, Texas 75240

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement.Proxy Statement. This summary does not contain all of the information that you should consider in making a voting decision, and you should read the entire proxy statementProxy Statement carefully before voting. Unless the context indicates otherwise, references to “Wingstop,” “we,” “our,” “us,” or the “Company” are to Wingstop Inc. and its consolidated subsidiaries. References to the “Board” or the “Board of Directors” are to the Board of Directors of Wingstop Inc.

Annual Meeting Information

Items of Business and Voting Recommendations

				WINGSTOP INC. 2019 PROXY STATEMENT | 1

PROXY STATEMENT SUMMARY

ItemsHighlights of BusinessWingstop’s performance during fiscal year 2018 include, among other things:

Recent Corporate Governance Highlights

Recent highlights of enhancements to Wingstop’s corporate governance practices include, among other things:

PROXY STATEMENT SUMMARY

				WINGSTOP INC. 2019 PROXY STATEMENT | 3

PROXY STATEMENT SUMMARY

Compensation Best Practices

The table below summarizes the Company’s key executive compensation practices, including practices the Company has implemented that the Compensation Committee believes will help to drive corporate performance, as well as those practices that the Company has chosen not to implement because the Company believes they do not serve its stockholders’ interests.

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PROXY STATEMENT SUMMARY

Proposal 1—Director Election Proposal

Director Nominees

The Board of Directors (the “Board”) of Wingstop Inc. (“we,” “our,” “us,” the “Company,” or “Wingstop”) is asking you to elect the twothree nominees for director named below as Class I directors for terms that expire at the 20192022 annual meeting of stockholders. The following table provides summary information about the twothree director nominees. The directors will be elected by a plurality vote. For more information about the director nominees, see page 7.10.

Continuing DirectorsVote Required

The following table provides summary information aboutelection of the four continuing directors whose terms expiredirector nominees will be determined by a plurality of the votes cast at the 2017 and 2018 annual meetings. For more information about the continuing directors, see page 8.

Ratification2019 Annual Meeting of Stockholders (the “Annual Meeting”). However, pursuant to our Corporate Governance Guidelines, each of the Appointmentdirector nominees has tendered an irrevocable resignation that becomes effective if such nominee fails to receive more “FOR” votes than “WITHHELD” votes in an uncontested election of directors at an annual meeting and the Independent Registered Public Accounting FirmBoard accepts such resignation. For additional information concerning this policy, see “Proposal 1—Election of Directors—Vote Required; Director Resignation Policy for Failure to Receive Majority Vote in Election” beginning on page 9.

Proposal 2—Auditor Ratification Proposal

Auditor Ratification

The Board is asking you to ratify the selection of Ernst & YoungKPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 30, 2016. Set28, 2019. On March 6, 2019, the Audit Committee approved the dismissal of Ernst & Young LLP (“E&Y”), which had served as our independent registered public accounting firm since 2014, and approved the appointment of KPMG. This change in auditors was not the result of disagreements with E&Y with respect to accounting principles, financial statement disclosures, or auditing scope or procedures. For additional information concerning our change in auditors, see “Proposal 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm” beginning on page 30. Also, set forth belowon page 32 is summary information with respect to the fees for services provided to us by E&Y during the fiscal years ended December 26, 201529, 2018 and December 27, 2014. For more information see page 22.30, 2017.

Vote Required

The approval of the Auditor Ratification Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting.

				WINGSTOP INC. 2019 PROXY STATEMENT | 5

PROXY STATEMENT SUMMARY

Proposal3—Say-on-Pay Proposal

Say-on-Pay

Pursuant to Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to approve, on an advisory ornon-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For a detailed description of our executive compensation program, see “Compensation Discussion and Analysis” beginning on page 40.

Vote Required

The approval of theSay-on-Pay Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting.

Proposal 4—Employee Stock Purchase Plan Proposal

Employee Stock Purchase Plan

The Board has unanimously approved and is now asking you to approve the proposed Wingstop Inc. Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). The purpose of the Employee Stock Purchase Plan is to assist in the recruitment, retention, and motivation of our employees by providing them with an opportunity to purchase shares of our common stock at a discount to market prices.

For additional information concerning the Employee Stock Purchase Plan Proposal, see “Proposal 4—Employee Stock Purchase Plan Proposal” beginning on page 36.

Vote Required

The approval of the Employee Stock Purchase Plan Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting.

Voting Procedures

Voting Rights of the Stockholders

Each share of our common stock is entitled to one vote on each matter to be acted upon at the Annual Meeting. Our stockholders are not entitled to cumulative voting rights, and dissenters’ rights are not applicable to the matters being voted upon at the Annual Meeting.

Only owners of record of shares of common stock at the close of business on April 15, 2019, the record date, are entitled to vote at the Annual Meeting, or at any adjournments, postponements, or recesses thereof. There were 29,399,276 shares of Stockholderscommon stock issued and outstanding on the record date.

StockholderWith respect to each of the proposals submitted for inclusion in the proxy statement for our annual meeting of stockholders expected to be held in May or June 2017 pursuant to SEC Rule 14a-8 must be received by us by November 23, 2016. Director nominations or other business to be brought beforeacted upon at the 2017 Annual Meeting, by a stockholder, other than Rule 14a-8 proposals described above, must be received by us between January 4, 2017you may vote as follows:

All properly executed written proxies, and all properly completed proxies submitted by the Internet or telephone, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of the voting at the meeting.

Only owners of record of shares of common stock of the Company at the close of business on March 15, 2016, the record date, are entitled to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of common stock held. There were 28,584,452 shares of common stock issued and outstanding on the record date.

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PROXY STATEMENT SUMMARY

What is

Quorum

The presence, in person, by a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the 2016 Annual Meeting of Stockholders (the “Annual Meeting”). These officers are Charles R. Morrison and Michael F. Mravle.

What is a proxy statement?

It is a document that Securities and Exchange Commission (“SEC”) regulations require us to give you when we ask you to vote designating Charles R. Morrison and Michael F. Mravle as proxies to vote on your behalf.

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

If your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record. If your shares are heldduly authorized representative in the namecase of your bank, brokera corporation or other nominee, your shares are held in street name.

What is the record date and what does it mean?

March 15, 2016 is the record date for the Annual Meeting to be held on May 4, 2016. The record date is establishedlegal entity, or through representation by the board of directors as required by the Delaware General Corporation Law (“Delaware Law”). Owners of record of our common stock at the close of business on the record date are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

How do I vote as a stockholder of record?

As a stockholder of record, you may vote by one of the four methods described below:

By the Internet. Over the Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy, materials email or proxy card you receive (if you have access to the Internet, we encourage you to vote in this manner). The Internet voting procedure is designed to verify the voting authority of stockholders. You will be able to vote your shares by the Internet and confirm that your vote has been properly recorded.

By Telephone. By telephone through the number noted in the proxy card you receive (if you request and receive a proxy card). The telephone voting procedure is designed to verify the voting authority of stockholders. The procedure allows you to vote your shares and to confirm that your vote has been properly recorded.

By Mail. You may sign and date your proxy card (if you request and receive a proxy card) and mail it in the prepaid and addressed envelope enclosed therewith.

In Person. You may vote in person at the annual meeting.

Please follow the directions in the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you received carefully.

How do I vote as a street name stockholder?

If your shares are held in “street name” through a bank, broker or other nominee, you should receive information from the bank, broker or other nominee about your specific voting options. If you have questions about voting your shares, you should contact your bank, broker or other nominee. The availability of telephone and Internet voting depends on the voting processes of your bank, broker or other nominee.

If you wish to vote in person at the annual meeting, you will need to bring a legal proxy to the meeting. You must request a legal proxy through your bank, broker or other nominee. Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the meeting and vote in person, or legally appoint another proxy to vote on your behalf.

What if I sign and return a proxy card, but do not provide voting instructions?

Proxies that are properly executed and delivered, and not revoked, will be voted as specified on the proxy card. If no direction is specified on the proxy card, the proxy will be voted as follows:

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

What is a quorum?

The presence of the holders of a majority of the combined voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting present in person or represented by proxy,(including abstentions and brokernon-votes) is necessary to constitute a quorum. The inspector of elections appointed for the meeting will tabulate votes cast by proxy and in person at the meeting and determine the presence of a quorum.

Will my shares be voted if I do not vote by the Internet, vote by telephone, sign and return a proxy card, or attend the Annual Meeting and vote in person?

If you are a stockholder of record and you do not vote by the Internet, vote by telephone, sign and return a proxy card or attend the Annual Meeting and vote in person, your shares will not be voted and will not count in deciding the matters presented for stockholder consideration in this proxy statement.

If your shares are held in “street name” through a bank, broker or other nominee and you do not provide voting instructions before the Annual Meeting, your bank, broker or other nominee may vote your shares on your behalf under certain circumstances. Brokerage firms have the authority under certain rules to vote shares for which their customers do not provide voting instructions on “routine” matters.

The ratification of the appointment of our independent registered public accounting firm is considered a “routine” matter under these rules. Therefore, brokerage firms are allowed to vote their customers’ shares on this matter if the customers do not provide voting instructions. If your brokerage firm votes your shares on this matter because you do not provide voting instructions, your shares will be counted for purposes of establishing a quorum to conducttransact business at the meetingAnnual Meeting.

Effect of Votes Withheld, Abstentions and BrokerNon-Votes

Abstentions and brokernon-votes withheld are included in determining the number of shares votedof common stock present for or against the routine matter.determining a quorum for all proposals.

When a matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that matter, the brokerage firm cannot vote the shares on that matter. This is called a “broker non-vote.” Only the ratification of the appointment of our independent registered public accounting firm is considered a “routine” matter for this Proxy Statement. The election of director nominees is not considered a routine matter. Because the election of director nominees is not considered a “routine” matter for stockholder consideration, the brokers will not have discretionary authority to vote your shares with respect to such matter and if you do not instruct your bank or broker how to vote your shares, no votes will be cast on your behalf with respect to such matter.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the meeting in accordance with your wishes.

How may I vote for each proposal?

ForProposal 1—Election of Directors, you may votefor all nominees,withhold from all nominees orwithhold from individual nominees.

ForProposal 2—Ratification of the Appointment of our Independent Registered Public Accountants, you may votefor,against orabstain from voting.

How are votes tabulated?

According to our By-Laws, each of the proposed items will be determined as follows:

Proposal 1—Election of Directors:The election of directors will be determined by a plurality of votes cast. If you doAs a result, votes withheld will have no impact with respect to the election of directors, except that pursuant to our Corporate Governance Guidelines, each of the director nominees has tendered an irrevocable resignation that becomes effective if (i) such nominee fails to receive more “FOR” votes than “WITHHELD” votes in an uncontested election of directors at an annual meeting and (ii) the Board accepts such resignation. For additional information concerning this policy, see “Proposal 1—Election of Directors—Vote Required; Director Resignation Policy for Failure to Receive Majority Vote in Election” beginning on page 9.

Pursuant to our Bylaws, all matters other than the election of directors are determined by the affirmative vote of the holders of a majority in voting power of the shares of our common stock that are present in person or by proxy and entitled to vote at the Annual Meeting. An abstention is not an “affirmative vote,” but an abstaining stockholder is considered “entitled to vote” at the Annual Meeting. Accordingly, an abstention will have the effect of a vote against the Auditor Ratification Proposal, theSay-on-Pay Proposal, and the Employee Stock Purchase Plan Proposal, as applicable.

Under applicable stock exchange rules, brokers who hold shares on behalf of beneficial owners have the authority to vote on certain proposals when they have not received instructions from the beneficial owners. A brokernon-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item under applicable stock exchange rules and has not received voting instructions from the beneficial owner.

Your broker does not have discretionary authority to vote your common stock with respect to the Director Election Proposal, theSay-on-Pay Proposal, or the Employee Stock Purchase Plan Proposal in the absence of specific instructions from you. Where a broker does not have discretionary authority to vote your common stock, such proposal or castbroker is not considered “entitled to vote” at the Annual Meeting. Accordingly, a withhold vote, itbrokernon-vote will have no effect on such proposal.

the Director Election Proposal, 2—Ratification oftheSay-on-Pay Proposal, or the Appointment of our Independent Registered Public Accountants: The ratification of the appointment of our independent registered public accountants will be determined by a majority of votes cast affirmatively or negatively. If you abstain from voting on such proposal or your broker is unable to vote your shares, it will have the same effect as a vote against such proposal.

Any other matters: The voting results of any other matters are determined by a majority of votes cast affirmatively or negatively, except as may otherwise be required by law.

No cumulative voting rights are authorized, and dissenters’ rightsEmployee Stock Purchase Plan Proposal. Brokernon-votes are not applicable to the matters being voted upon.

How are proxies solicited and what is the cost?

We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materialsAuditor Ratification Proposal because your broker has discretionary authority to beneficial owners ofvote your common stock. Our directors, officers and employees may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities. In addition, we have retained Broadridge Financial Solutions, Inc. (“Broadridge”) to assist in the solicitation of proxiesstock with respect to sharessuch proposal.

Revocability of our common stock held of record by brokers, nominees and institutions and, in certain cases, by other holders. Such solicitation may be made throughProxy

Your proxy is revocable at any time before the use of mail, by telephone or by personal calls. The anticipated cost of the services of Broadridge is $10,000 plus expenses.

Where can I find the voting results of the Annual Meeting?

We expect to announce preliminary voting resultspolls close at the Annual Meeting. We will publishIf you wish to revoke your proxy and change your vote, you may:

2020 Annual Meeting of Stockholders

Stockholder proposals submitted for inclusion in the proxy statement for our annual meeting of stockholders expected to be held in June 2020 pursuant to SEC and you can get a copy from:Rule 14a-8 must be received by us by December 27, 2019. Director nominations or

	•
		our website atwww.wingstop.comby clicking on the Investor Relations link, followed by the Financials link,		WINGSTOP INC. 2019 PROXY STATEMENT | 7

PROXY STATEMENT SUMMARY

other business to be brought before the 2020 Annual Meeting of Stockholders by a stockholder, other thanRule 14a-8 proposals described above, must be received by us between February 13, 2020 and March 14, 2020. For more information, see “Next Annual Meeting—Stockholder Proposals” on page 66.

Solicitation Matters

Proxies are being solicited by the Board of Directors on behalf of the Company. We have hired Innisfree M&A Inc. (“Innisfree”) to provide us with consulting and analytic services and solicitation services for banks, brokers, institutional investors, and individual shareholders. Innisfree’s annual fee for these services is $17,500, plus reimbursement of reasonableout-of-pocket expenses. We have agreed to indemnify Innisfree against certain liabilities and expenses, including liabilities under the federal securities laws.

Our officers, directors, and employees may also solicit proxies personally or in writing, by telephone,e-mail, or otherwise. These officers and employees will not receive additional compensation but will be reimbursed forout-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, in connection with shares of the common stock registered in their names, will be asked to forward solicitation material to the beneficial owners of shares of common stock. We will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonableout-of-pocket expenses for forwarding solicitation materials and collecting voting instructions.

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PROPOSAL 1—ELECTION OF DIRECTORS

Director Nominees for Terms Expiring at the 20192022 Annual Meeting

Sidney J. Feltenstein

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PROPOSAL 1—ELECTION OF DIRECTORS

The board of directors recommends that you vote FOR the two director nominees.

				WINGSTOP INC. 2019 PROXY STATEMENT | 11

PROPOSAL 1—ELECTION OF DIRECTORS

Continuing Directors with Terms Expiring at the 20172020 or 20182021 Annual Meetings

The directors listed below will continue in office for the remainder of their terms in accordance with our By-Laws.and until their respective successor is duly elected and qualified or until their earlier death, resignation, or removal.

Charles

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PROPOSAL 1—ELECTION OF DIRECTORS

				WINGSTOP INC. 2019 PROXY STATEMENT | 13

PROPOSAL 1—ELECTION OF DIRECTORS

14 | WINGSTOP INC. 2019 PROXY STATEMENT

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Board Composition and Director Independence

Our amended and restated bylaws provide that our board of directors shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. Our board of directors currently consists of six members, Charles R. Morrison, Erik O. Morris, Michael J. Hislop, Sidney J. Feltenstein, Neal K. Aronson and Steven M. Romaniello. Our amended and restated certificate of incorporationThe following table provides that our board of directors is divided into three classes, withinformation about each director currently serving on our Board of Directors, including the director nominees.

Committee Membership

Name

Independent

Director Since

Director Class (Expiration of Current Term)

Audit

Compensation

Nominating   and Corporate Governance

Lynn Crump-Caine

✓

2017

Class II (2020)

Krishnan (Kandy) Anand

✓

2018

Class I (2019)

✓

David L. Goebel

✓

2017

Class I (2019)

✓

✓

Michael J. Hislop

✓

2011

Class I (2019)

✓

Kate S. Lavelle

✓

2019

Class III (2021)

✓

Kilandigalu (Kay) M. Madati

✓

2017

Class III (2021)

✓

✓

Wesley S. McDonald

✓

2016

Class II (2020)

✓

Charlie R. Morrison

2012

Class III (2021)

Lead Independent Director		Audit Committee Financial Expert		Chair		✓ Member

				WINGSTOP INC. 2019 PROXY STATEMENT | 15

CORPORATE GOVERNANCE

Director Skills and Experience

Our Nominating and Corporate Governance Committee regularly evaluates the skills, qualifications, and competencies identified as important for directors to provide effective oversight to our Company. The matrix bellow shows the areas of experience and expertise that our Nominating and Corporate Governance Committee have identified that our directors bring the voting power of our outstanding common stock. As a result, we were a “controlled company” under Nasdaq corporate governance standards. As a controlled company, exemptions under the standards freed us from the obligation to comply with certain corporate governance requirements, including the requirements:Board.

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CORPORATE GOVERNANCE

These exemptions did not modify the independence requirements for our audit committee, and we intend to comply with the requirements of Rule 10A-3 of the Exchange Act and Nasdaq rules within the applicable time frame.

However, upon completion of the recent public offering of our common stock by certain of our stockholders on March 14, 2016, Roark beneficially owned less than 50% of the total voting power of our common stock and we are no longer able to avail ourselves of the “controlled company” exemptions under Nasdaq rules.

Accordingly, we are required to have a majority of independent directors on our board of directors and a compensation committee and a nominating and corporate governance committee composed entirely of independent directors as defined under Nasdaq rules, subject to a phase-in period of one year following the loss of our controlled company status. Under Nasdaq rules, a company that ceases to be a controlled company must comply with the independent board committee requirements as they relate to the nominating and corporate governance and compensation committees on the following phase-in schedule: (1) one independent committee member at the time it ceases to be a controlled company, (2) a majority of independent committee members within 90 days of the date it ceases to be a controlled company and (3) all independent committee members within one year of the date it ceases to be a controlled company. Additionally, Nasdaq rules provide a 12-month phase-in period from the date a company ceases to be a controlled company to comply with the majority independent board requirement. The loss of our controlled company status does not modify the independence requirements for the audit committee under the phase-in period following our initial public offering. We intend to comply with the requirements of Rule 10A-3 of the Exchange Act and Nasdaq rules within the applicable time frame.

Board Leadership Structure

Mr. Aronson has been electedOur Board is led by our board of directors to serve as the Chairman of the Board, and the Board also has a Lead Independent Director. Our Bylaws provide that the Board appoints the Chairman of the Board to preside at all meetings of the Board and stockholders and perform such other duties and exercise such powers as our board of directors.Bylaws or the Board may prescribe. Our Bylaws and Corporate Governance Guidelines currentlyeach provide that the Chairman may also hold the position of Chief Executive Officer. The Board selects its Chairman and our Chief Executive Officer will not serve asin the manner it considers to be in the best interests of the Company. In accordance with our Corporate Governance Guidelines, the Board considers from time to time whether it is in the best interests of the Company to have the same person occupy the offices of Chairman of the Board and Chief Executive Officer, using its business judgment after considering all relevant circumstances.

Charlie Morrison has served as our boardPresident and Chief Executive Officer since June 2012 and as Chairman of directors. Whilethe Board since March 2017. The Board currently has combined the positions of Chairman and Chief Executive Officer. The Board believes, at this time, that this structure is appropriate and in the best interests of the Company and its stockholders. Specifically, the Board acknowledges that Mr. Morrison has significant experience managing the Company’s business operations and the Board wants to preserve this continuity. Although the Board believes that this current leadership structure is appropriate at this time, the Board believes that there is no specific leadership structure that best applies to all companies, nor is there one specific leadership structure that would permanently suit our Company. As a result, the decision as to whether to combine or separate the positions of Chairman and Chief Executive Officer may vary from time to time, as conditions and circumstances warrant.

The Company’s Corporate Governance Guidelines provide that, the board of directors will periodically review its leadership structure to ensure that it continues to meet the Company’s needs and may in the future determine thatevent the Chief Executive Officer may serveof the Company also serves as Chairman of the board, we believe that having Mr. Aronson serveBoard, the Company will appoint a Lead Independent Director, who will preside over each executive session of thenon-management directors. The primary role of the Lead Independent Director is to ensure independent leadership of the Board, as well as to act as a non-employee Chairman is preferable at this time. Our Chairman provides leadership to ensure thatliaison between the board functions in an independent, cohesive fashion.

We believenon-management directors and our Chief Executive Officer should be principally responsibleOfficer. The Lead Independent Director also assists the Chairman of the Board and the remainder of the Board in assuring effective governance in overseeing the direction and management of the Company. The Board believes that the Lead Independent Director serves an important

CORPORATE GOVERNANCE

Our Chairman also has access to management and financial and other information as he deems appropriate from time-to-time to assist him and the board of directors in discharging their responsibilities.

The board of directors determines its leadership structure from time to time. As part of the annual board self-evaluation process, the Nominating and Corporate Governance Committee and the board evaluate the board’s leadership structure to ensure that the structure is appropriate for Wingstop and its stockholders. We recognize that different board leadership structures may be appropriate for Wingstop in the future, depending upon applicable circumstances. However, the board of directors believes the current leadership structure, with Mr. Morrison as Chief Executive Officer and Mr. Aronson as Chairman of the board, is the appropriate structure for Wingstop at this time.

Board Committees and Membership

Our board of directorsBoard has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the committeescommittee reports to the board of directorsBoard as they deemit deems appropriate and as the boardBoard may request. The composition, duties, and responsibilities of these committees are described below. The table below sets forth the current membership of each of the committees:

Audit Committee

The Audit Committee is responsible for, among other matters: (i) the integrity of our annual and interim financial statements; (ii) our internal financial reporting and compliance with our financial, accounting, and disclosure controls and procedures; (iii) the qualifications, engagement, compensation, independence, and performance of our independent registered public accounting firm; (iv) our independent registered public accounting firm’s annual audit of our financial statements and approving all audit and permissiblenon-audit services; (v) the performance of our internal audit function; (vi) our legal and regulatory compliance; (vii) reviewing press releases, financial information, and (vii)earnings guidance provided to analysts and rating agencies; (viii) the approval of related party transactions.

The SEC rulestransactions and Nasdaq rules require us to have all independent(ix) annually reviewing the charter of the Audit Committee members within one yearand the performance of the date of the completion of our initial public offering. We intend to comply with these independence requirements for all members of the audit committee within the time periods specified under such rules. Audit Committee.

Our board of directorsBoard has affirmatively determined that Ms. Lavelle and Messrs. FeltensteinAnand, Hislop, and HislopMcDonald meet the definition of “independent director” for purposes of serving on an Audit Committee under applicable SEC and Nasdaq rules. In addition, Ms. Lavelle and Mr. MorrisMcDonald each qualifies and has been designated as an “audit committee financial expert,” as such term is defined in Item 401(h)407(d)(5) ofRegulation S-K.

Our board of directorsBoard has adopted a written charter for the Audit Committee.Committee, a copy of which is available on the investor relations section of our website at http://ir.wingstop.com. Under the terms of the Audit Committee Charter, the Audit Committee may form subcommittees and delegate its authority to those subcommittees as it deems appropriate. The Audit Committee held twofive (5) meetings during the 20152018 fiscal year.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (i) setsetting the overall compensation philosophy, strategy, and policies for our executive officers and directors; (ii) reviewreviewing and approveapproving corporate

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Stock Ownership Guidelines for Directors and Officers

In 2017, we adopted meaningful stock ownership guidelines that apply to our directors and officers, which provide that each officer must own a multiple of annual base salary in our common stock or qualifying derivatives and each independent director must own a multiple of the annual cash director retainer in our common stock or qualifying derivatives. The following table summarizes the requirements of our stock ownership guidelines:

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Social and Environmental Responsibility—The Wingstop Way

At Wingstop, our mission is “To Serve the World Flavor.” It is a mission that we undertake quite literally with our eleven bold, distinctive flavors of chicken wings: Original Hot, Cajun, Atomic, Mild, Lemon Pepper, Hawaiian, Garlic Parmesan, Hickory Smoked BBQ, Louisiana Rub, Spicy Korean Q^®, and Mango Habanero. But, beyond the literal sense, Wingstop believes that it is its responsibility to serve all of our stakeholders, including our guests, employees, franchisees, stockholders, business associates, and the communities in which we operate, by enhancing their lives though their interaction with our great brand.

Our social and environmental initiatives are an integral part of how we operate and reflect our Company onculture by embodying our website. The General Counsel shall review all writtencore values of beingService Minded,Authentic,Fun, and emailed correspondence received from stockholdersEntrepreneurial. We attempt to fulfill our social and other interested parties and forward such correspondence periodicallyenvironmental responsibilities in many ways, including by adhering to the directors. Advertisements, solicitations for business, requests for employment, requests for contributions or other inappropriate material will not be forwarded to the directors.

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Director Compensation

Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensatenon-employee directors with a combination of cash and equity awards as described below. Mr. Morrison receives no compensation for his service on the Board.

The Compensation Committee periodically reviews the director compensation program and recommends proposed changes for approval by the Board. As part of this review, the Compensation Committee considers the significant amount of time expended, and the skill level required, by each director not employed by Wingstop in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees, and market data prepared by its independent consultant, FW Cook. The following table sets forth the cash component of ournon-employee director compensation policy:

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The following table sets forth information concerning the fiscal year 20152018 compensation of ournon-employee directors that served during any part of 2015:2018. Because Charlie Morrison serves as our President and Chief Executive Officer, he did not receive additional compensation for his service as Chairman of the Board or as a director during 2018. See “Executive Compensation—Summary Compensation Table” for information concerning the compensation paid to Charlie Morrison during 2018.

We have entered into change in control

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