Sweetgreen Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees to the Board of Directors to serve until the next annual meeting and their successors are duly elected and qualified.

2. 2

   Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in this proxy statement (the Compensation Discussion and Analysis, compensation tables, and narrative).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for the named executive officers (a “say-on-pay” vote). Management (the Compensation Committee and the Board) is seeking approval to reaffirm their compensation approach, which emphasizes pay-for-performance through a mix of base salary, an annual incentive tied to financial metrics (2025 used Same-Store Sales Change and Restaurant-Level Profit Margin), and long-term equity incentives (options, RSUs and, beginning in 2026, performance-based RSUs for the CEO). The Company frames the vote as advisory, noting prior strong shareholder support in 2025 and that the Board will consider the voting outcome when setting future pay; the vote frequency is annual by Board policy. Contextually, 2025 was a challenging year operationally — Same-Store Sales fell and Restaurant-Level Profit Margin declined — resulting in zero payouts under the 2025 annual bonus plan, which underscores the program’s performance sensitivity. The Compensation Committee is independent and uses an external consultant and a peer group to benchmark pay, and management emphasizes alignment with shareholder interests by paying bonuses in RSUs and emphasizing equity-based, performance-linked awards. The Board’s recommendation to vote FOR rests on the view that the compensation program balances retention needs with shareholder alignment, and that governance controls (committee oversight, clawbacks, stock ownership guidelines) mitigate risks. Investors evaluating the proposal should weigh the program’s demonstrated performance linkage (no 2025 payouts when targets missed), the substantial role of equity and option-based incentives, recent changes to strengthen performance linkage (e.g., CEO performance RSUs in 2026), and the Company’s communication that it will consider stockholder feedback in future compensation design. Given the advisory nature of the vote, a significant vote AGAINST would signal shareholder dissatisfaction and would likely prompt the Compensation Committee to engage with investors and potentially modify plan features; conversely, an affirmative vote sustains management’s current compensation framework while preserving the Committee’s discretion to adjust details going forward.

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When is the Sweetgreen Inc 2026 annual meeting?

Sweetgreen Inc (SG) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Sweetgreen Inc 2026 meeting?

The record date for the Sweetgreen Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sweetgreen Inc's 2026 meeting?

The board is presenting 9 director nominees at the Sweetgreen Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sweetgreen Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Sweetgreen Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.