Good day everyone, welcome to the CAVA Group annual meeting. Now I'll turn the call over to your host, President and CEO, Brett Schulman. Please go ahead.
Good morning. Will the meeting please come to order? My name is Brett Schulman, I am the President and Chief Executive Officer of CAVA Group, Inc. Welcome to the 2026 annual meeting of the stockholders of CAVA. Before we get started with the formal business of the annual meeting, I wanted to thank all of our team members for their dedication, passion, and efforts, which have led the company to its first ever year exceeding $1 billion in revenue in 2025. Additionally, I would like to thank all of our stockholders for their continued interest and support of CAVA as we continue to expand our national footprint by bringing heart, health, and humanity to food in new markets throughout the U.S. An agenda that outlines the order of business for the meeting has been made available.
The matters on which the stockholders at the meeting are voting are to, One, elect two Class III directors to serve for a three-year term. Two, approve, on an advisory basis, the compensation of our named executive officers. Three, ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 27th, 2026. Four, transact any other business that may properly come before the meeting. I would like to begin the meeting by introducing the current members of the company's Board of Directors who are present. Joining me today are the following Directors: Ben Felt, David Bosserman, James White, Karen Kochevar, Lauri Shanahan, Ron Shaich, and Ted Xenohristos. We also have Tricia Tolivar, our Chief Financial Officer, and Joe Kadow, our Chief Legal Officer and Secretary, in attendance here today.
Mr. Kadow will serve as secretary of the meeting and record the proceedings. The secretary has delivered an affidavit of Broadridge Financial Solutions, Inc., the registrar and transfer agent for our common stock, as to the distribution of the notice of the meeting, which states that on April 24th, 2026, notice of the meeting and notice of the internet availability of proxy materials was distributed to all stockholders of record as of the close of business on April 23rd, 2026, the record date for the meeting. This affidavit will be filed with the minutes of this meeting. Mr. Kadow will now discuss the procedures for transacting the business of the meeting.
Good morning. The agenda has been posted on the annual meeting website. The meeting will take place as described in the agenda. When an item of business on the agenda is before the meeting for consideration, only questions and comments pertaining to that item will be addressed. If a stockholder has sub mitted a question or comment not related to a business item on the agenda, those questions or comments may be addressed at the company's discretion after voting on the proposals described in the proxy statement. The rules of conduct have been posted on the annual meeting website, and a recording of this meeting will be made available on our investor relations website. Stockholders were provided with an opportunity to submit a question or statement prior to the start of this annual meeting.
Please remember that only those questions and statements limited to the specific items in the agenda are required to be addressed. I would like to remind everyone that statements we make may constitute forward-looking statements. Our Form 10-K for fiscal year 2025 and subsequent SEC filings identify certain risk factors that could cause our actual results to differ materially from those projected in any forward-looking statement made today. You are cautioned not to put undue reliance on forward-looking statements. Additionally, as a reminder, stockholders who have not yet voted or who wish to change their vote may cast their vote while the polls are open during the formal portion of the meeting by clicking on the Vote Here box on the meeting website and following the instructions provided.
You will be permitted to vote until the polls close during the formal portion of the meeting. If you have already submitted your proxy card, voted online or by phone, you do not need to submit your vote again. While the votes are being tabulated, Brett Schulman, the Chief Executive Officer of the company, will make additional remarks. When the report of the inspector of election is complete, we will announce the results. If any stockholder has any matter of individual concern, please raise it after the meeting to the company's investor relations department, as directed in the rules of conduct.
Thank you, Joe. I hereby appoint Jordan Pulse of the law firm McNees Wallace & Nurick LLC as the inspector of election for the meeting and any adjournment or postponement of this meeting. Ms. Pulse has signed an oath to act as the inspector of election. This oath will be filed with the minutes of this meeting. The inspector has the stockholder list of the company as of the close of business on April 23rd, 2026, the record date for determining stockholders eligible to vote at the meeting, which shows the stockholders and their respective number of shares entitled to vote at this meeting. Mr. Kadow has advised us that a quorum is present at the meeting. I declare the meeting duly and lawfully convened. The meeting is now open and ready for business.
It is now 11:36 A.M. Eastern Daylight Time, and I declare the polls are open for each of the matters put before the stockholders for a vote. The first item of business is the election of two Class III directors of the company. The candidates for Class III directors who have been nominated to serve as directors by the company's board of directors are Brett Schulman and James White. In accordance with the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. A motion to elect two Class III directors as described in the proxy statement is now in order. Are there any questions or comments on this motion?
No such questions submitted regarding Proposal 1.
There being no further discussion, I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote should do so at this time. The second item of business is to approve the compensation of the company's named executive officers. This proposal is a non-binding stockholder advisory vote. A motion to vote on the compensation of the named executive officers as described in the proxy statement is now in order. Are there any questions or comments on this motion?
No questions submitted regarding Proposal 2.
There being no further discussion, I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote should do so at this time. The third and final item of business is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 27th, 2026. At this time, I would like to recognize Lissa Perez and several colleagues from Deloitte & Touche LLP, who have worked on the audit of the company's financial statements for the fiscal year 2025 and are joining us today at the annual meeting. A motion to ratify the auditor appointment as described in the proxy statement is now in order. Are there any questions or comments on this motion?
No questions submitted regarding Proposal 3.
There being no further discussion, I hereby call the question and declare the polls open to vote on the motion. Any stockholders desiring to vote should do so at this time. It is now 11:39 A.M. Eastern Daylight Time on June 22nd, 2026. At this time, the time for voting has come to an end, and I declare the polls closed. The inspector of election will report on the results of the voting later in the meeting after tabulation has been completed. While the inspector of election is tabulating the votes, I would like to provide our stockholders with a brief overview of the company's business performance in fiscal year 2025. For fiscal year 2025, we drove a 22.5% increase in CAVA revenue and a 63.1% increase over the last two years.
Same-restaurant sales of 4%. We opened 72 net new restaurants, ending the year with 439 restaurants, a 19.6% increase year-over-year. Our adjusted EBITDA for the year was $152.8 million, a 21% increase over the full year 2024, and we produced net income of $63.7 million, along with $26.1 million in free cash flow. Throughout 2025, we successfully opened our strongest new restaurant opening class to date, and at year-end, we brought our total number of restaurants to 439 locations across 28 states and the District of Columbia. We are proud of our results and remain confident in the long term, and I want to again thank our team members across our restaurants, support centers, and production facilities for their hard work, dedication, and trust.
I understand that the votes have now been counted, and the preliminary report of the inspector of election has been delivered to the company. Joe, will you please announce the results of the stockholders' vote?
The preliminary report of the inspector of election indicates that each of Brett Schulman and James White have been elected as directors by the shareholders. Each candidate received the affirmative vote of at least 63,427,000 votes, representing a plurality of the votes cast at the meeting. The compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC has been approved by the stockholders by the affirmative vote of at least 75,849,000 votes, representing a majority of the votes cast at the meeting.
Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 27, 2026 has been approved by the stockholders by the affirmative vote of at least 100 million votes, representing a majority of the votes cast at the meeting. We will be reporting the final vote results on Form 8-K to be filed with the Securities and Exchange Commission within four business days of today's meeting.
Thank you, Joe. I hereby request that the final report for the inspector of election be filed with the minutes of this meeting. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, a motion to adjourn the meeting is now in order.
My name is Tricia Tolivar, and I am a stockholder. I hereby move that this meeting be adjourned.
Does anyone second the motion?
My name is Nick Antonio, and I am a stockholder. I second the motion.
All in favor of the motion of adjournment, please signify by saying aye.
Aye.
Aye.
Those opposed, please signify by saying no. The motion has been carried. I hereby declare this meeting adjourned. I would like to take this opportunity to thank you for your attendance today and your continued interest in CAVA. Have a good summer.
That concludes our meeting today. You may now disconnect