sg-20250612
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2025
SWEETGREEN, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41069 | 27-1159215 | |||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
3102 36th Street Los Angeles, CA | 90018 | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(323) 990-7040
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A Common Stock, $0.001 par value per share | SG | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 12, 2025, Sweetgreen, Inc. (the “Company”) virtually held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected each of the nine nominees for director, (2) ratified the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 28, 2025, and (3) approved, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2025 (the “Proxy Statement”). A more complete description of each proposal is set forth in the Proxy Statement. The final results with respect to each proposal are set forth below.
Proposal 1. The stockholders elected each of the nine nominees named below to serve as directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were:
FOR | WITHHOLD | BROKER NON-VOTES | ||||||||||||||||||
| Neil Blumenthal | 192,641,831 | 1,293,797 | 13,703,787 | |||||||||||||||||
| Julie Bornstein | 174,875,143 | 19,060,485 | 13,703,787 | |||||||||||||||||
| Cliff Burrows | 192,447,828 | 1,487,800 | 13,703,787 | |||||||||||||||||
| Nicolas Jammet | 182,234,884 | 11,700,744 | 13,703,787 | |||||||||||||||||
| Montgomery Moran | 192,931,948 | 1,003,680 | 13,703,787 | |||||||||||||||||
| Jonathan Neman | 182,706,212 | 11,229,416 | 13,703,787 | |||||||||||||||||
| Dawn Ostroff | 193,633,544 | 302,084 | 13,703,787 | |||||||||||||||||
| Nathaniel Ru | 179,755,921 | 14,179,707 | 13,703,787 | |||||||||||||||||
| Bradley Singer | 192,676,149 | 1,259,479 | 13,703,787 | |||||||||||||||||
Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025. The results of such vote were:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 207,310,998 | 227,138 | 101,279 | 0 | |||||||||||||||||
Proposal 3. The stockholders approved, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of such vote were:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 192,140,063 | 826,328 | 969,237 | 13,703,787 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SWEETGREEN, INC. | ||||||||
| Dated: June 17, 2025 | By: | /s/ Mitch Reback | ||||||
| Mitch Reback | ||||||||
| Chief Financial Officer | ||||||||