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Form 8-K BJs RESTAURANTS INC For: Jun 02

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June 4, 2015 2:20 PM EDT
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 2, 2015


BJ'S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)


California
0-21423
33-0485615
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)


7755 Center Avenue, Suite 300
Huntington Beach, CA 92647
(Address of principal executive offices, including zip code)


Registrant's telephone number, including area code:  (714) 500-2400

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

(e)            At the Annual Meeting of Shareholders of BJ’s Restaurants, Inc. (the “Company”) held on June 2, 2015, the Company’s shareholders, upon the recommendation of the Board of Directors, ratified and approved the BJ’s Restaurants, Inc. 2005 Equity Incentive Plan, as amended (the “Plan”).  Among other things, the amendments to the Plan (i) increased the number of shares available for issuance thereunder by 1,250,000 shares, and (ii) extended the termination date of the Plan to June 30, 2024.
 
                A brief summary of the Plan, as amended, was included as part of Proposal No. 2 contained on pages 20-30 of the Company’s proxy statement on Schedule 14A for its 2015 Annual Meeting of shareholders, as filed with the Securities and Exchange Commission on April 24, 2015, and is incorporated herein.  The information regarding the Plan contained herein is qualified in its entirety by reference to the actual terms of the Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated by reference.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2015, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) ratification and approval of the 2005 Equity Incentive Plan, as amended, including an amendment to increase the number of shares of common stock reserved for issuance by 1,250,000 shares, (iii) approval, on an advisory and non-binding basis, of the compensation of named executive officers; and (iv) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2015.

Gerald W. Deitchle, Gregory A. Trojan, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, Mark A. McEachen, Wesley A. Nichols, Lea Anne S. Ottinger, and Patrick D. Walsh were nominated and elected at the meeting.  The following votes were cast for each of the nominees:
 
 
Name
  
 
For
  
Authority
Withheld
Gerald W. Deitchle
  
20,448,715
  
207,090
Gregory A. Trojan
  
20,501,964
  
153,841
Peter A. Bassi
  
20,515,088
  
140,717
Larry D. Bouts
  
20,513,742
  
142,063
James A. Dal Pozzo
  
19,500,321
  
1,155,484
Noah A. Elbogen
  
20,515,863
  
139,942
Mark A. McEachen
  
20,515,123
  
140,682
Wesley A. Nichols
  
20,515,698
  
140,107
Lea Anne S. Ottinger
  
20,518,096
  
137,709
Patrick D. Walsh
  
20,444,101
  
211,704

There were 3,901,337 broker non-votes with respect to the election of directors.
 
The shareholders also ratified and approved the 2005 Equity Incentive Plan, as amended.  The following votes were cast on the proposal to ratify and approve the 2005 Equity Incentive Plan, as amended:  20,527,392 For; 119,098 Against; 9,315 Abstain.  There were 3,901,337 broker non-votes.

In addition, the shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the approval compensation of named executive officers: 20,396,413 For; 247,774 Against; 11,618 Abstain. There were 3,901,337 broker non-votes.
 
Finally, the shareholders approved the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2015 fiscal year. The following votes were cast on the ratification: 24,505,383 For; 48,622 Against; 3,137 Abstain. There were no broker non-votes.

 
 
 
A copy of the press release announcing the vote results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No. 
Description

10.1
2005 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2015)

99.1
Press Release dated June 4, 2015

 
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.

June 4, 2015
  
BJ’S RESTAURANTS, INC.
(Registrant)
  
       
  By:
/s/ Gregory S. Levin
  
   
Gregory S. Levin, Executive Vice President,
Secretary and Chief Financial Officer (Principal
Accounting Officer)
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
Exhibit No.   Description
     
99.1
  
Press Release, dated June 4, 2015
 
 

EXHIBIT 99.1

BJ's Restaurants Reports Results of Annual Meeting of Shareholders

HUNTINGTON BEACH, Calif., June 4, 2015 (GLOBE NEWSWIRE) -- BJ's Restaurants, Inc. (Nasdaq: BJRI) held its Annual Meeting of shareholders on June 2, 2015. At the meeting, shareholders elected Gerald W. Deitchle, Gregory A. Trojan, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, Mark A. McEachen, Wesley A. Nichols, Lea Anne S. Ottinger and Patrick D. Walsh to the Board of Directors to serve for one-year terms until the next Annual Meeting. BJ's Restaurants Board has ten members, nine of whom satisfy the standards for director independence under NASDAQ listing rules. The Board of Directors has reappointed Mr. Deitchle as Chairman of the Board of Directors for the Company. As previously announced, Board member J. Roger King retired from the Board and any committees thereof effective at the 2015 Annual Meeting and Ms. Ottinger has assumed his role as Compensation Committee chairperson. 

Shareholders also approved: the Company's 2005 Equity Incentive Plan, as amended ("the Plan"), including an amendment to increase the number of shares of Common Stock reserved for issuance by 1,250,000 shares and extend the termination date of the Plan to June 30, 2024; the non-binding advisory resolution on executive compensation; and, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2015.

"BJ's sales and operating initiatives continue to bear success, including increasing restaurant and operating margins and delivering solid guest traffic per square foot," commented Greg Trojan, President and CEO.  "Execution on these initiatives, which is driving our earnings momentum, combined with our long-term growth strategy of increasing restaurant operating weeks by at least 10% annually are fundamental to our commitment to enhance shareholder value. Our runway for continued growth remains highly visible as we currently operate just 160 restaurants in 19 states while our long-term plans call for at least 425 BJ's restaurants domestically.  With significant cash flow from operations and a healthy balance sheet, we have the financial flexibility to continue our long-term expansion strategy while further executing on our sales building and brand initiatives."

BJ's Restaurants, Inc. currently owns and operates 160 casual dining restaurants under the BJ's Restaurant & Brewery®, BJ's Restaurant & Brewhouse®, BJ's Pizza & Grill® and BJ's Grill® brand names. BJ's Restaurants offer an innovative and broad menu featuring award-winning, signature deep-dish pizza complemented with generously portioned salads, appetizers, sandwiches, soups, pastas, entrees and desserts, including the Pizookie® dessert. Quality, flavor, value, moderate prices and sincere service remain distinct attributes of the BJ's experience. All restaurants feature BJ's critically acclaimed proprietary craft beers, which are produced at several of the Company's restaurant and brewery locations in addition to using independent third party craft brewers. The Company's restaurants are located in the states of Arizona, Arkansas, California, Colorado, Florida, Indiana, Kansas, Kentucky, Louisiana, Maryland, Nevada, New Mexico, New York, Ohio, Oklahoma, Oregon, Texas, Virginia and Washington. Visit BJ's Restaurants, Inc. on the Web at http://www.bjsrestaurants.com.

Certain statements in the preceding paragraphs and all other statements that are not purely historical constitute "forward-looking" statements for purposes of the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Such statements include, but are not limited to, those regarding expected comparable restaurant sales and margin growth in future periods, total potential domestic capacity, the success of various sales-building and productivity initiatives, future guest traffic trends, construction cost savings initiatives and the number and timing of new restaurants expected to be opened in future periods. These "forward-looking" statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those projected or anticipated. Factors that might cause such differences include, but are not limited to: (i) our ability to manage an increasing number of new restaurant openings, (ii) construction delays, (iii) labor shortages, (iv) increase in minimum wage and other employment related costs, including the potential impact of the Patient Protection and Affordable Care Act on our operations, (v) the effect of credit and equity market disruptions on our ability to finance our continued expansion on acceptable terms, (vi) food quality and health concerns, (vii) factors that impact California, where 63 of our current 160 restaurants are located, (viii) restaurant and brewery industry competition, (ix) impact of certain brewery business considerations, including without limitation, dependence upon suppliers, third party contractors and related hazards, (x) consumer spending trends in general for casual dining occasions, (xi) potential uninsured losses and liabilities due to limitations on insurance coverage, (xii) fluctuating commodity costs and availability of food in general and certain raw materials related to the brewing of our craft beers and energy, (xiii) trademark and service-mark risks, (xiv) government regulations and licensing costs, (xv) beer and liquor regulations, (xvi) loss of key personnel, (xvii) inability to secure acceptable sites, (xviii) legal proceedings, (xix) other general economic and regulatory conditions and requirements, (xx) the success of our key sales-building and related operational initiatives, and (xxi) numerous other matters discussed in the Company's filings with the Securities and Exchange Commission, including its recent reports on Forms 10-K, 10-Q and 8-K. The "forward-looking" statements contained in this press release are based on current assumptions and expectations and, BJ's Restaurants, Inc. undertakes no obligation to update or alter its "forward-looking" statements whether as a result of new information, future events or otherwise.

For further information, please contact Greg Levin of BJ's Restaurants, Inc. at (714) 500-2400.


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