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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 reported): June 18, 2024

 

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, California

92647
(Address of principal executive offices) (Zip Code)

 

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

 

(Former name or former address, if changed since last report.)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of Each Class

  

Trading

Symbol

  

 

Name of each exchange on which registered

Common Stock, No Par Value   BJRI   NASDAQ Global Select Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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

 

(b)Effective June 18, 2024, each of Peter A. Bassi, Larry D. Bouts and Gerald W. Deitchle retired from the Board of Directors.

 

(e)The Board of Directors, upon the recommendation of the Compensation Committee and its compensation consultant, approved the following amended compensation for non-employee directors:

 

·an annual cash retainer of $75,000, payable in quarterly installments;
·an annual cash retainer of $12,500, $10,000 and $10,000, respectively, for the non-chair members of the Audit Committee, Compensation Committee and Governance and Nominating Committee, payable in quarterly installments;
·an annual cash retainer of $25,000, $20,000 and $20,000, 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 $55,000 to any non-employee Chair of the Board, payable in quarterly installments;
·an annual restricted stock unit award of $125,000, in fair market value on the date of grant, which vests one year from the date of grant; and
·an additional annual restricted stock unit award of $60,000 to any non-employee Chair of the Board, in fair market value on the date of grant, which vests one year from the date of grant.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On June 18, 2024, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) ratification and approval of the BJ’s Restaurants, Inc. 2024 Equity 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 KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024.

 

Election of Directors. Each of the following nine nominees for director was elected to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.

 

 

Name

  

 

For

  

 

Withhold

  

Broker

Non-Votes

Bina Chaurasia   20,066,216   420,518   2,036,910
James A. Dal Pozzo   15,530,286   4,948,890   2,044,468
Noah A. Elbogen   19,836,605   650,129   2,036,910
Gregory S. Levin   20,046,591   436,961   2,040,092
Lea Anne S. Ottinger   19,554,089   925,087   2,044,468
C. Bradford Richmond   20,377,765   108,969   2,036,910
Julius W. Robinson, Jr.   20,125,978   360,756   2,036,910
Janet M. Sherlock   20,115,801   370,933   2,036,910
Gregory A. Trojan   16,508,689   3,974,863   2,040,092

 

The Board set the composition of the standing Board committees as follows:

 

Director Audit
Committee		 Compensation
Committee		 Governance
and
Nominating
Committee		 Board of
Directors
Bina Chaurasia   Chair X X
James A. Dal Pozzo Chair   X X
Noah A. Elbogen X     X
Gregory S. Levin       X
Lea Anne S. Ottinger   X X Chair
C. Bradford Richmond   X X   X
Julius W. Robinson, Jr.   X X X
Janet M. Sherlock X   Chair X
Gregory A. Trojan       X

 

 

 

Ratification and Approval of BJ’s Restaurants, Inc. 2024 Equity Incentive Plan. The shareholders also ratified and approved the BJ’s Restaurants, Inc. 2024 Equity Incentive Plan. The following votes were cast on the proposal to ratify and approve: 18,999,682 For; 1,468,003 Against; 19,049 Abstain. There were 2,036,910 broker non-votes.

 

Advisory Vote on Executive Compensation. 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: 19,767,512 For; 697,174 Against; 22,048 Abstain. There were 2,036,910 broker non-votes.

 

Ratification of Accountants. Finally, the shareholders approved the ratification of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year. The following votes were cast on the ratification: 22,497,550 For; 5,387 Against; 20,707 Abstain. There were no broker non-votes.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   BJ’s Restaurants, Inc. 2024 Equity Incentive Plan
     
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.

 

June 21, 2024 BJ’S RESTAURANTS, INC.
  (Registrant)
     
  By: /s/ GREGORY S. LEVIN
    Gregory S. Levin,
    Chief Executive Officer, President and Director
(Principal Executive Officer)