Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2022, the Board of Directors (the "Board") of First Watch Restaurant
Group, Inc. (the "Company") increased the number of directors of the Company
from eight to nine, and elected Stephanie Lilak to serve as a director,
effective immediately, for a term expiring at the Company's 2025 annual meeting
of stockholders. The Board appointed Ms. Lilak to serve on the Audit Committee
and the Compensation Committee of the Board.
The Board determined that, in its judgment, Ms. Lilak satisfies the requirements
for independence set forth under the applicable rules of The Nasdaq Stock Market
LLC and the Securities and Exchange Commission ("SEC") for the purposes of Board
and committee service, as applicable. There were no arrangements or
understandings between Ms. Lilak and any other persons pursuant to which Ms.
Lilak was elected nor any relationships or related transactions between Ms.
Lilak and the Company of the type required to be disclosed under applicable SEC
rules.
Ms. Lilak has served as the Chief People Officer of Bumble Inc. (Nasdaq: BMBL)
since November 2021. Previously, Ms. Lilak was Senior Vice President, Chief
Human Resources Officer at Dunkin' Brands Group, Inc. from July 2019 to November
2021. Prior to Dunkin' Brands, Ms. Lilak spent 23 years with General Mills Inc.,
in roles of increasing responsibility. She served as Vice President, Human
Resources for the North America Retail Segment from January 2016 until July
2019. Prior to that role, Ms. Lilak was the Vice President, Human Resources,
Sales Division and Convenience & Foodservice Operating Segment from February
2015 to January 2016 and Vice President, Human Resources - Convenience and Food
Service from September 2013 to February 2015.
As a non-employee director, Ms. Lilak will receive compensation in the same
amounts and forms paid to other non-employee members of the Board, as described
in the Company's proxy statement for its 2022 annual meeting of stockholders. In
addition, in connection with her election to the Board, Ms. Lilak received an
equity grant in the form of restricted stock units that had a fair market value
of $100,000 on the date of grant of June 18, 2022.
A copy of the Company's press release issued on June 21, 2022 announcing the
election of Ms. Lilak to the Board of Directors is filed as an exhibit to this
report.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Title or Description
99.1 Press Release of First Watch Restaurant Group, Inc. dated June 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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