Form 8-K BJs RESTAURANTS INC For: Jun 07

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 7, 2016

 

 

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)           

 

Adoption of Performance Incentive Plan

 

At the Annual Meeting of Shareholders of BJ’s Restaurants, Inc. (the “Company”) held on June 7, 2016, the Company’s shareholders, upon the recommendation of the Board of Directors, ratified and approved the BJ’s Restaurants, Inc. Performance Incentive Plan (the “Plan”).  

 

A brief summary of the Plan was included as part of Proposal No. 2 contained on pages 18-22 of the Company’s proxy statement on Schedule 14A for its 2016 Annual Meeting of shareholders, as filed with the Securities and Exchange Commission on April 22, 2016, 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.

 

Change in Director Compensation

 

On June 7, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the following amended compensation for non-employee directors:

 

·

an annual cash retainer of $60,000, payable in quarterly installments;

 

·

an additional annual cash retainer of $9,000 for members of the Audit Committee, $7,500 for members of the Compensation Committee, and $5,000 for members of the Governance and Nominating Committee, payable in quarterly installments;

 

·

an additional annual cash retainer of $15,000, $12,000 and $10,000, respectively, for the chairs of the Audit Committee, Compensation Committee, and Governance and Nominating Committee, payable in quarterly installments;

 

·

an additional annual cash retainer of $20,000 to our Lead Independent Director, payable in quarterly installments;

 

·

an additional annual cash retainer of $25,000 to any non-employee Chairman of the Board, payable in quarterly installments;

 

·

an annual equity award of $100,000, in fair market value on the date of grant, consisting of one-half in stock options and one-half in restricted stock units (RSUs), which vest ratably over a three-year period from the date of grant;

 

·

an initial equity award to a non-employee director upon joining the Board having a total fair market value of $100,000, on the date of grant, consisting of one-half in stock options and one-half in RSUs, which vest ratably over a three-year period from the date of grant. This initial equity award is granted as of the date of the recipient’s election to the Board if the election date is open for trading under our “blackout” policy for stock trading, or as of the first open trading day after the election date if the election date is not open for trading under our “blackout” policy.

 

The cash retainers will be effective as of the third quarter of fiscal 2016. The annual equity awards will be effective as of the January 2017 equity grant.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 7, 2016, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) ratification and approval of the Performance Incentive Plan, (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 2016.

 

Gregory A. Trojan, Gerald W. Deitchle, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, 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
Gregory A. Trojan		20,187,167		53,941
Gerald W. Deitchle		20,037,294		203,814
Peter A. Bassi		20,182,982		58,126
Larry D. Bouts		20,182,608		58,500
James A. Dal Pozzo		18,768,827		1,472,281
Noah A. Elbogen		18,003,999		2,237,109
Wesley A. Nichols		20,172,163		68,945
Lea Anne S. Ottinger		20,184,998		56,110
Patrick D. Walsh		20,075,441		165,667

There were 1,891,536 broker non-votes with respect to the election of directors.

 

The shareholders also ratified and approved the Performance Incentive Plan. The following votes were cast on the proposal to ratify and approve the Performance Incentive Plan: 20,135,896 For; 94,267 Against; 10,945 Abstain. There were 1,891,536 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 compensation of named executive officers: 20,045,172 For; 182,942 Against; 12,994 Abstain. There were 1,891,536 broker non-votes.

 

Finally, the shareholders approved the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2016 fiscal year. The following votes were cast on the ratification: 22,091,399 For; 32,996 Against; 8,249 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	Performance Incentive Plan (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 22, 2016)
	99.1	Press Release dated June 10, 2016

 

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.

 

 

	BJ’S RESTAURANTS, INC.
June 10, 2016	(Registrant)
	By:	/s/ GREGORY A. TROJAN
		Gregory A. Trojan
		President, Chief Executive Officer and Director
		(Principal Executive Officer)
	By:	/s/ GREGORY S. LEVIN
		Gregory S. Levin
		Executive Vice President
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

EXHIBIT 99.1

BJ’s Restaurants Reports Results of Annual Meeting of Shareholders

HUNTINGTON BEACH, Calif., June 10, 2016 (GLOBE NEWSWIRE) -- BJ's Restaurants, Inc. (Nasdaq: BJRI) held its Annual Meeting of shareholders on June 7, 2016.  At the meeting, shareholders elected Gregory A. Trojan, Gerald W. Deitchle, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, 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.  The Board of Directors has reappointed Mr. Deitchle as Chairman of the Board of Directors for the Company.

Shareholders also approved: the Performance Incentive Plan (“the Plan”); 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 2016.

“We continue to make strides towards the goal of being the best casual dining concept ever,” commented Greg Trojan, President and CEO.  “Our sales and operating initiatives combined with our national restaurant expansion plan continue to drive our earnings momentum.  Going forward, we will leverage our broad menu and remain focused on driving sales by executing great, unique food at an extraordinary value, while strengthening our productivity and efficiency.  We will also continue to balance quality growth and build long-term shareholder value, while investing in those who take care of our guests each and every day, our people.  With only 176 restaurants open in 23 states, the majority of our growth remains ahead of us and we look forward to this exciting platform for growth.”

BJ’s Restaurants, Inc. currently owns and operates 176 casual dining restaurants under the BJ’s Restaurant & Brewhouse®, BJ’s Restaurant & Brewery®, 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 & Brewery locations, its two brewpubs in Texas and by independent third party craft brewers.  The Company’s restaurants are located in the 23 states of Alabama, Arizona, Arkansas, California, Colorado, Florida, Indiana, Kansas, Kentucky, Louisiana, Maryland, Nevada, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee, Texas, Virginia and Washington. Visit BJ’s Restaurants, Inc. on the Web at http://www.bjsrestaurants.com for locations and additional information.

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) increases in minimum wage and other employment related costs, including the Patient Protection and Affordable Care Act, (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 and the effect of negative publicity about us, our restaurants, other restaurants, or others across the food supply chain, due to food borne illness or other reasons, whether or not accurate, (vii) factors that impact California, where 62 of our current 176 restaurants are located, (viii) restaurant and brewery industry competition, (ix) impact of certain brewing 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 or JCIR at (212) 835-8500 or at [email protected].

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