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重大事件 即時報告 8-K 2026-06-24

CAVA Group 8-K披露修訂高管離職補償計劃及股東年會投票結果

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CAVA Group（NYSE: CAVA）於2026年6月22日提交8‑K表格，披露兩項主要事項：修訂高管離職補償計劃及股東年會投票結果。 **高管離職補償計劃修訂** 董事會轄下人事、文化及薪酬委員會於6月22日通過經修訂的「高管離職補償計劃」（A&R Executive Severance Plan）。主要變動包括： - 合資格員工及參與者範圍收窄至現任及未來執行領導團隊成員。 - 參與者須在合資格終止僱傭後15個營業日內簽署並提交公司規定的離職協議及限制性契約，方可獲得離職補償。 - 若參與者違反限制性契約，或為任何非全服務餐廳（包括擁有、特許經營、管理、營運或開發）提供服務，離職補償即時終止。 - 離職期間的薪資續付將按1:1扣減參與者從其他僱主或自僱工作賺取的收入。 - 刪除原先須提前一年書面通知參與者才能修改或終止計劃的規定；控制權變更後的五年「靜止期」縮短至兩年。 現有參與者將於收到書面通知一年後受新條款約束；其後新加入的參與者即時適用經修訂計劃。其他原計劃條款維持不變。 **股東年會投票結果（2026年6月22日）** - 選舉兩位第III類董事：Brett Schulman（85,651,941票贊成，882,410票反對）及James D. White（63,427,817票贊成，23,106,534票反對）均獲通過。 - 諮詢性表決通過高層薪酬（75,849,587票贊成，10,573,039票反對）。 - 批准聘任德勤（Deloitte & Touche LLP）為截至2026年12月27日止財政年度的獨立註冊會計師事務所（100,054,705票贊成）。 本次8‑K申報主要反映企業管治及薪酬政策變動，未有涉及財務業績或營運數據。投資者可留意計劃收緊對高管離職補償的條件，以及股東對薪酬方案的普遍支持。
展開英文正文 
cava-202606220001639438FALSE00016394382026-06-222026-06-22

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 22, 2026

CAVA Group, Inc.
(Exact name of registrant as specified in its charter) 

Delaware001-4172147-3426661
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

14 Ridge Square NW, Suite 500 
Washington, DC 20016
(Address of principal executive offices) (Zip Code) 
Registrant’s telephone number, including area code: (202) 400-2920
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: 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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
Name of each exchange
on which registered

Common Stock, par value $0.0001 per shareCAVANew 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. ☐ 

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, the People, Culture and Compensation Committee (the “Committee”) of the Board of Directors of CAVA Group, Inc. (the “Company”) amended and restated the CAVA Group, Inc. Executive Severance Plan (the “Original Executive Severance Plan” and as amended and restated, the “A&R Executive Severance Plan”). Material amendments contained in the A&R Executive Severance Plan include the following, with capitalized terms used and not otherwise defined herein having the meaning assigned to them in the A&R Executive Severance Plan:
•The definitions of “Eligible Employee” and “Participant” were limited to each current and future member of the Executive Leadership Team.
•In order to be eligible to receive severance benefits, a Participant must now execute and submit a Release and Restrictive Covenants Agreement in such form as the Company requires no later than 15 business days following a Covered Termination.
•Severance benefits payable on a Covered Termination will terminate upon (i) a violation of the Release and Restrictive Covenants Agreement, or (ii) the Participant being employed by or providing any services or assistance to any person engaged in ownership, franchising, management, operation, or development of any restaurants other than full-table service restaurants.
•Base Salary continuation payments available in the case of a Covered Termination will now be reduced on a dollar-for-dollar basis by any base salary or compensation installments received or earned from any person or entity, whether as an employee or independent contractor, during the Severance Period.
•The requirement to provide at least one year’s written notice to Participants of an amendment, termination, or discontinuance in whole or in part of the Original Executive Severance Plan is removed, and the standstill period for an amendment, termination, or discontinuance in whole or in part of five years is reduced to two years following a Change in Control without the written consent of an affected Participant. 
All other material terms of the Original Executive Severance Plan remain unchanged.
The amendments will become effective for current Participants upon one year’s written notice. Any individual who first becomes a Participant after the Committee amended and restated the Original Executive Severance Plan shall participate only under the A&R Executive Severance Plan. 
The foregoing summary of the A&R Executive Severance Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Executive Severance Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 22, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final voting results were as follows:

1.To elect two Class III directors to the Board of Directors of the Company to hold office until the 2029 annual meeting of stockholders or until their respective successors are elected and qualified.
The stockholders of the Company approved the election of the two director nominees proposed by the Company. The voting results are set forth below:

Name of DirectorVotes ForVotes WithheldBroker Non-Votes
Brett Schulman85,651,941882,41013,970,826
James D. White63,427,81723,106,53413,970,826

2.To approve, on an advisory basis, the compensation of the Company's named executive officers.
The stockholders of the Company approved, on an advisory basis, a resolution regarding the compensation of the Company's named executive officers. The voting results are set forth below:

Votes ForVotes AgainstVotes AbstainBroker Non-Votes
75,849,58710,573,039111,72513,970,826

3.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 27, 2026.
The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 27, 2026. The voting results are set forth below:

Votes ForVotes AgainstVotes Abstain
100,054,705378,61771,855

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits. 

Exhibit No.Description

10.1A&R Executive Severance Plan.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. 

Date: June 24, 2026CAVA Group, Inc.

By:/s/ Tricia Tolivar
Name:Tricia Tolivar
Title:Chief Financial Officer (duly authorized officer and principal financial officer)