CAVA GROUP, INC. 8-K

What Happened

• On June 22, 2026, CAVA Group, Inc. (CAVA) announced that its People, Culture and Compensation Committee amended and restated the Executive Severance Plan (the A&R Executive Severance Plan). Material changes narrow who is eligible, add a required Release and Restrictive Covenants Agreement, allow offset of outside earnings against severance, and shorten certain amendment protections following a Change in Control. The filing also reports the company’s June 22, 2026 annual meeting voting results, including election of two Class III directors and ratification of Deloitte & Touche LLP as auditor.

Key Details

• Eligible participants limited to current and future members of the Executive Leadership Team.
• Participants must sign and submit a company-required Release and Restrictive Covenants Agreement within 15 business days after a Covered Termination; severance ends if the agreement is violated or the participant works for/assists non–full-table-service restaurants.
• Base salary continuation during the severance period will be reduced dollar-for-dollar by any base salary or compensation earned from other employment or contracting during that period.
• Amendment protections shortened: the prior one-year notice requirement for plan changes is removed; the five-year standstill after a Change in Control is reduced to two years without participant consent. Amendments take effect for current participants after one year’s written notice; new participants after the amendment join under the A&R plan.
• Annual meeting votes (June 22, 2026): Brett Schulman elected (85,651,941 for; 882,410 withheld; 13,970,826 broker non-votes); James D. White elected (63,427,817 for; 23,106,534 withheld; 13,970,826 broker non-votes). Say-on-pay advisory vote: 75,849,587 for, 10,573,039 against, 111,725 abstain, 13,970,826 broker non-votes. Auditor ratification: Deloitte & Touche LLP ratified (100,054,705 for; 378,617 against; 71,855 abstain).

Why It Matters

• For investors, the amendments likely reduce potential severance liabilities and give the company more flexibility to limit payouts (offsets for outside earnings and termination for covenant breaches). Narrowing eligibility to the Executive Leadership Team focuses protections on senior executives only. The reduced standstill and removed notice requirement make it easier for the company to modify plan terms in the future. The annual meeting results show shareholder approval of board nominees, executive compensation (advisory), and the auditor, though the withheld votes for one nominee (James D. White) were notable and may be of interest to governance-minded investors.