-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MVm03rMh3tbBLTMD8rkAzcKhmrPOCgXcYHw/E8DxIurTNsMKeZfRw1dB3d9h81Ye Xts3rGuKXaUJEIDUX+xFtg== 0000950123-09-053716.txt : 20091027 0000950123-09-053716.hdr.sgml : 20091027 20091027170723 ACCESSION NUMBER: 0000950123-09-053716 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091022 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P F CHANGS CHINA BISTRO INC CENTRAL INDEX KEY: 0001039889 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 860815086 FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25123 FILM NUMBER: 091139818 BUSINESS ADDRESS: STREET 1: 7676 E. PINNACLE PEAK RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 480-888-3000 MAIL ADDRESS: STREET 1: 7676 E. PINNACLE PEAK RD. CITY: SCOTTSDALE STATE: AZ ZIP: 85255 8-K 1 c91492e8vk.htm FORM 8-K Form 8-K
 
 

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): October 22, 2009

P.F. Chang’s China Bistro, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-25123   86-0815086
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
7676 E. Pinnacle Peak Road, Scottsdale, Arizona
  85255
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (480) 888-3000
 
 
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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

Effective October 22, 2009, the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of P.F. Chang’s China Bistro, Inc. (the “Company”) appointed Kerrii B. Anderson as a director of the Company, filling a vacancy on the Board. Ms. Anderson was also appointed to serve on the Audit Committee of the Board.

Pursuant to the Company’s director compensation and benefit program, Ms. Anderson will receive annual compensation of $175,000 which will be pro-rated based on the date of her appointment to the Board. At the election of Ms. Anderson, a minimum of 25% and a maximum of 50% of compensation will be paid in cash. The balance of compensation will be comprised of either cash-settled stock appreciation rights or cash-settled stock-based awards, based on Ms. Anderson’s election.

There were no arrangements or understandings by which Ms. Anderson was named a director. Neither the Company nor any of its subsidiaries was involved in any transactions with Ms. Anderson or her immediate family that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     
 
   
Exhibit No.
  Description
 
   
99.1
  October 26, 2009 Press Release by P.F. Chang’s China Bistro, Inc.

 

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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.

   
  P.F. Chang’s China Bistro, Inc.
 
Date: October 27, 2009
 
 
 
/s/ Mark D. Mumford
  Mark D. Mumford
Chief Financial Officer

 

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EXHIBIT INDEX

     
 
   
Exhibit No.   Description
99.1
  October 26, 2009 Press Release by P.F. Chang’s China Bistro, Inc.

 

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EX-99.1 2 c91492exv99w1.htm EXHIBIT 99.1 Exhiibt 99.1

Exhibit 99.1

P.F. CHANG’S CHINA BISTRO, INC.

KERRII ANDERSON JOINS P.F. CHANG’S BOARD OF DIRECTORS

SCOTTSDALE, ARIZONA, October 26, 2009 – P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) today announced the addition of Kerrii B. Anderson to its board of directors, effective October 22, 2009. Ms. Anderson, who brings significant management experience in finance, accounting and executive leadership, will also serve as a member of the Company’s audit committee.

“I am pleased to welcome Kerrii to the board of directors of P.F. Chang’s. Her wealth of experience, including her recent leadership role in the restaurant industry, will continue to enhance the strength of our board,” said Rick Federico, chairman and co-CEO.

Ms. Anderson most recently served as chief executive officer and president of Wendy’s International, Inc., a restaurant operating and franchising company, from 2006 to September 2008, when Wendy’s merged with Triarc Companies, Inc. to form Wendy’s/Arby’s Group Inc. From 2000 to 2006, she served as Wendy’s executive vice president and chief financial officer. Previously, Ms. Anderson served as senior vice president and chief financial officer of M/I Schottenstein Homes, Inc. from 1987 to 2000.

Ms. Anderson currently serves as a board member of Chiquita Brands International and is a member of the audit committee and compensation committee. Additionally, she serves on the board of Laboratory Corporation of America Holdings and is chair of the audit committee and a member of the compensation committee.

P.F. Chang’s China Bistro Inc. owns and operates two restaurant concepts in the Asian niche. P.F. Chang’s China Bistro features a blend of high-quality, traditional Chinese cuisine and American hospitality in a sophisticated, contemporary bistro setting. Pei Wei Asian Diner offers a modest menu of freshly prepared pan-Asian cuisine in a relaxed, warm environment offering attentive counter service and take-out flexibility. 

 

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