First Watch Restaurant Group (FWRG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with shareholders voting on director elections, executive compensation, say-on-pay frequency, and auditor ratification.

• Shareholders of record as of March 23, 2026, are eligible to vote and participate.

• The company achieved 20.3% revenue growth to $1.2 billion, record sales, and opened 64 new restaurants in 2025.

• Proxy materials are primarily distributed electronically, with options for paper copies.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting for all proposals and for annual say-on-pay votes.

Board of directors and corporate governance

• Board consists of nine directors, with a majority being independent.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent members.

• Board diversity includes three women and two directors from underrepresented minorities.

• Directors are subject to stock ownership guidelines and annual self-evaluations.

• Board leadership is separated between an independent Chair and the CEO.