v3.25.2
Omnibus Incentive Plan
9 Months Ended
May 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Option Plan
Stock-based compensation includes stock options, restricted stock units, performance stock unit awards, and stock appreciation rights, which are awarded to employees, directors, and consultants of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on their grant date fair value. Stock-based compensation expense is included within General and administrative expense, which is the same financial statement caption where recipient’s other compensation is reported.

The Company recorded stock-based compensation expense of $4.0 million and $4.5 million in the thirteen weeks ended May 31, 2025, and May 25, 2024, respectively, and $12.8 million and $13.2 million in the thirty-nine weeks ended May 31, 2025, and May 25, 2024, respectively.

Stock Options

The following table summarizes stock option activity for the thirty-nine weeks ended May 31, 2025:
Shares underlying optionsWeighted average
exercise price
Weighted average remaining contractual life (years)
Outstanding as of August 31, 20242,410,567 $20.75 4.39
Granted34,035 36.49 
Exercised(868,665)13.76 
Forfeited(19,694)40.07 
Outstanding as of May 31, 20251,556,243 $24.75 4.75
Vested and expected to vest as of May 31, 20251,556,243 $24.75 4.75
Exercisable as of May 31, 20251,325,609 $22.63 4.16

As of May 31, 2025, the Company had $1.6 million of total unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.1 years. During the thirty-nine weeks ended May 31, 2025, and May 25, 2024, the Company received $12.0 million and $4.3 million in cash from stock option exercises, respectively.

Restricted Stock Units

The following table summarizes restricted stock unit activity for the thirty-nine weeks ended May 31, 2025:
UnitsWeighted average
grant-date fair value
Non-vested as of August 31, 2024546,271 $37.38 
Granted401,242 35.66 
Vested(265,401)37.53 
Forfeited(20,365)37.64 
Non-vested as of May 31, 2025661,747 $36.27 

As of May 31, 2025, the Company had $16.6 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a weighted average period of 1.8 years.

Performance Stock Units

During the thirty-nine weeks ended May 31, 2025, the Board of Directors granted performance stock units under the Company’s 2017 Omnibus Incentive Plan. The number of shares issuable as a result of grants of performance stock units is determined based on market-based criteria, performance-based criteria, or a combination of market-based criteria and performance-based criteria. The number of shares may be increased or decreased based on the results of these metrics in accordance with the terms established at the date of grant.

For market-based criteria awards, the Company’s relative total shareholder return, or relative TSR, is measured for the Company and each company in the Russell 3000 Food & Beverage index using the immediately preceding 30-day average share price at the beginning and end of the applicable three-year performance period. The percentile rank of the Company’s TSR relative to that of the peer group determines the percent of the target award earned, ranging between 0% and 200%. The related compensation expense is recognized ratably over the term regardless of whether or not the market condition is satisfied, provided the requisite service is rendered. These units are valued using a Monte Carlo simulation.
For Company financial performance-based criteria awards, we estimate the probability that the Company’s internally established performance criteria will be achieved at each reporting period and adjust compensation expense accordingly. The performance metrics achieved determines the percent of the target award earned, ranging between 0% and 200%. These units are valued using the closing market price of the Company’s common stock on the date of grant.

For market-based criteria and Company financial performance-based criteria awards, the Company’s TSR within the peer group and the performance metrics achieved determines the percent of the target award earned, ranging between 0% and 275%. We estimate the probability that the performance criteria will be achieved at each reporting period and adjust compensation expense accordingly. Should the performance-based criteria not be probable of being achieved, the compensation expense for the value of the award incorporating the market-based criteria is recognized ratably over the term, provided the requisite service is rendered. These units are valued using a Monte Carlo simulation.

The following table summarizes performance stock unit activity for the thirty-nine weeks ended May 31, 2025:
UnitsWeighted average
grant-date fair value
Non-vested as of August 31, 2024179,791 $59.08 
Granted154,089 48.03 
Vested(12,175)63.42 
Forfeited(42,373)60.39 
Non-vested as of May 31, 2025279,332 $52.60 

Performance stock units are generally granted to employees as a part of the annual grant in November of the associated fiscal year, although the Board of Directors reserves the right to administer mid-year grants from time to time as they see fit. The fair value of each performance stock unit grant with a market-based TSR component is estimated on the date of grant using a Monte-Carlo simulation based on the following assumptions presented below which are associated with each year’s annual grant:

Thirty-Nine Weeks EndedThirty-Nine Weeks Ended
May 31, 2025May 25, 2024
Expected volatility31.38%33.96%
Expected dividend yield—%—%
Expected performance term2.932.93
Risk-free rate of return4.14%4.62%
Fair value$54.41$57.43

As of May 31, 2025, the Company had $6.4 million of total unrecognized compensation cost related to performance stock units that will be recognized over an expected weighted average period of 1.5 years.

Stock Appreciation Rights

Stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the Company’s common stock price and are awarded to non-employee consultants of the Company. The SARs settle in shares of its common stock once the applicable vesting criteria have been met. The SARs outstanding as of May 31, 2025, cliff vested two years from the date of grant and must be exercised within five years from the date of grant.

    
The following table summarizes SARs activity for the thirty-nine weeks ended May 31, 2025:

Shares underlying SARsWeighted average
exercise price
Outstanding as of August 31, 2024150,000 $37.67 
Granted— — 
Exercised— — 
Forfeited— — 
Outstanding as of May 31, 2025150,000 $37.67 
Vested as of May 31, 2025150,000 $37.67 
Exercisable as of May 31, 2025150,000 $37.67 

The SARs outstanding as of the thirty-nine weeks ended May 31, 2025, are liability-classified; therefore, the related stock-based compensation expense is based on the vesting provisions and the fair value of the awards.