First Watch Restaurant Group, Inc. 8-K

What Happened
First Watch Restaurant Group, Inc. (FWRG) filed an 8-K on May 21, 2026 reporting the results of its May 20, 2026 Annual Meeting. Shareholders elected three Class II directors (Irene Chang Britt, Charles Jemley and Rachel Tipograph) to serve until the 2029 annual meeting, approved the company’s executive compensation in a non-binding advisory vote, selected an annual frequency for future advisory votes on executive pay, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 27, 2026.

Key Details

• Director elections (serve until 2029):
  • Irene Chang Britt: For 32,303,226; Withheld 16,803,210; Broker Non-Votes 9,564,764
  • Charles Jemley: For 44,382,160; Withheld 4,724,276; Broker Non-Votes 9,564,764
  • Rachel Tipograph: For 47,187,755; Withheld 1,918,681; Broker Non-Votes 9,564,764
• Advisory vote on executive compensation (say-on-pay): For 31,155,497; Against 17,633,414; Abstentions 317,525; Broker Non-Votes 9,564,764.
• Advisory vote on frequency of future say-on-pay votes: 1 Year 46,337,934; 2 Years 28,283; 3 Years 2,681,394; Abstentions 58,825; Broker Non-Votes 9,564,764 (annual frequency approved).
• Ratification of auditor: PricewaterhouseCoopers LLP ratified as independent registered public accounting firm — For 56,336,412; Against 2,303,109; Abstentions 31,679.

Why It Matters
These votes confirm board continuity (three Class II directors re-elected) and give the company a non-binding shareholder endorsement of executive compensation and an annual schedule for future advisory votes, which can shape governance and engagement with investors. Ratifying PwC maintains audit firm continuity for the coming fiscal year. Investors should note the raw vote totals (including substantial broker non-votes reported) when assessing shareholder sentiment on governance and pay matters.