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): December 14, 2011
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)) |
Item 8.01 Other Events
Majority Voting Policy for Directors in Uncontested Elections
On December 14, 2011, the Board of Directors of BJ’s Restaurants, Inc. (the “Company”) adopted a Majority Voting Policy which provides for majority voting for directors in uncontested elections (the “Policy”).
Pursuant to the Policy, any incumbent director nominee who receives a greater number of votes “against” his or her election than votes “for” such election at an annual meeting shall tender his or her resignation within 15 days of the final vote. The Policy will only apply to uncontested elections of directors.
The Board, within ninety (90) days of receiving the certified voting results pertaining to the election, will decide whether to accept the resignation of any unsuccessful incumbent, or whether other action should be taken, through a process managed by the Governance and Nominating Committee. In reaching its decision, the Board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the Company, the overall composition of the Board, and whether accepting the tendered resignation would cause the Company to fail to meet any applicable rule or regulation, including Nasdaq listing standards. The Board promptly will disclose the decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the Securities and Exchange Commission.
This description of the Policy is qualified in its entirety by reference to the actual Policy, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Majority Voting Policy dated December 14, 2011 | |
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.
| December 19, 2011 |
BJ’S RESTAURANTS, INC. (Registrant) | |||||
| By: | /s/ GERALD W. DEITCHLE Gerald W. Deitchle, Chairman and CEO | |||||
| By: | /s/ GREGORY S. LEVIN Gregory S. Levin, Executive Vice President Chief Financial Officer Principal Accounting Officer | |||||
Exhibit 99.1
Majority Voting Policy
The Board of Directors (the “Board”) of BJ’s Restaurants, Inc., a California corporation (the “Company”) has adopted the following policy with respect to the election of directors:
1. In any uncontested election of directors (i.e., those where the number of nominees is the same as the number of directors to be elected) held at an annual meeting of shareholders at which a quorum is present, each incumbent director nominee who receives a greater number of votes “against” his or her election than votes “for” such election shall tender his or her resignation within fifteen (15) days of the Company’s receipt of certified voting results pertaining to the election. For these purposes “abstentions” or “broker non-votes” will not count as votes cast with respect to that director.
2. If the number of nominees for any election of directors nominated by (i) the Board, (ii) any shareholder, or (iii) a combination of nominees by the Board and any shareholder, exceeds the number of directors to be elected, the nominees receiving a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present will be elected.
3. The Board, within ninety (90) days of receiving the certified voting results pertaining to the election, will decide whether to accept the resignation of any unsuccessful incumbent, or whether other action should be taken, through a process managed by the Governance and Nominating Committee. Consideration of resignations shall exclude the director(s) in question; provided, however, if such exclusion results in less than two directors remaining, then all directors may participate in the decision whether to accept such resignations. In reaching its decision, the Board may consider any factors it deems relevant, including the director’s qualifications, the director’s past and expected future contributions to the Company, the overall composition of the Board and whether accepting the tendered resignation would cause the Company to fail to meet any applicable rule or regulation, including Nasdaq listing standards.
4. The Board promptly will disclose the decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the Securities and Exchange Commission.
5. Unless otherwise determined by the Board, any accepted resignation shall be effective when such director’s successor is elected and qualified or upon such director’s earlier resignation or removal.
6. The Board may implement such policies and procedures to effect this Majority Voting Policy as it deems appropriate, including requiring that director nominees in uncontested elections submit an irrevocable letter of resignation, contingent on (i) that person not receiving more votes “for” than “against” at the applicable annual meeting of shareholders, and (ii) acceptance of that resignation by the Board.
7. This Majority Voting Policy constitutes a general policy of the Board with respect to uncontested director elections and shall not constitute or be deemed an amendment or modification of the Bylaws of the Company that would be subject to Section 708.5 of the California Corporations Code.