UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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On March 26, 2024, BJ’s Restaurants, Inc., a California corporation (the “Company”), announced its entry into a cooperation agreement (the “Cooperation Agreement”) with PW Partners, LLC (with its affiliates, “PW Partners”). The Company and PW Partners are each herein referred to as a “party.”
Effective upon execution of the Cooperation Agreement, PW Partners withdrew its notice of intent to (i) nominate director candidates for election to the board of directors of the Company (the “Board”) and (ii) bring a shareholder proposal at the 2024 annual meeting of shareholders.
Pursuant to the Cooperation Agreement, the Company engaged PW Partners to provide recommendations regarding cost structure and efficiencies to the Company and the Board. In consideration of the services provided by PW Partners, the Company will grant Patrick Walsh, the Managing Member and Chief Executive Officer of PW Partners, an award in the form of restricted stock units (“RSUs”), which shall vest six months following the date of the Cooperation Agreement, or earlier subject to certain customary conditions. The total number of awarded RSUs will be equal to $175,000 divided by the closing price of the Common Stock on the execution date of the Cooperation Agreement. Unless otherwise mutually agreed to in writing by each party, the Cooperation Agreement will remain in effect until six months after the execution of the Cooperation Agreement.
The Cooperation Agreement further provides, among other things, that until the Termination Date:
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
A copy of the press release announcing the Company’s entry into the Cooperation Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |||
10.1 | Cooperation Agreement, dated March 26, 2024, between BJ’s Restaurants, Inc. and PW Partners, LLC | |||
99.1 | Press Release, dated March 27, 2024 | |||
104 | Cover 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.
BJ'S RESTAURANTS, INC. | ||
(Registrant) | ||
Date: March 27, 2024 | By: | /s/ GREGORY S. LEVIN |
Gregory S. Levin | ||
Chief Executive Officer, President and Director | ||