-----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, TXhKdTW9+Navv9oa37+YaNxZA6uQQlFyhtlt7kCcP+dEeniyjK5NoJfU769XK22g lDoQshZHsgzXbLTF3gB4ew== 0000950123-10-012591.txt : 20100216 0000950123-10-012591.hdr.sgml : 20100215 20100216060154 ACCESSION NUMBER: 0000950123-10-012591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100211 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: 20100216 DATE AS OF CHANGE: 20100216 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: 10602134 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 c96215e8vk.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): February 11, 2010

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 February 11, 2010, the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of P.F. Chang’s China Bistro, Inc. (the “Company”) appointed Dawn E. Hudson as a director of the Company. Ms. Hudson was also appointed to serve on the Compensation and Executive Development Committee of the Board.

Pursuant to the Company’s director compensation and benefit program, Ms. Hudson 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. Hudson, 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. Hudson’s election.

There were no arrangements or understandings by which Ms. Hudson was named a director. Neither the Company nor any of its subsidiaries was involved in any transactions with Ms. Hudson 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
  February 12, 2010 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: February 15, 2010
 
 
  /s/ Mark D. Mumford
 
   
 
  Mark D. Mumford
Chief Financial Officer

 

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EX-99.1 2 c96215exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

P.F. CHANG’S CHINA BISTRO, INC.

DAWN HUDSON JOINS P.F. CHANG’S BOARD OF DIRECTORS

SCOTTSDALE, ARIZONA, February 12, 2010 – P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) today announced the appointment of Dawn E. Hudson to its board of directors, effective February 11, 2010. Ms. Hudson, who brings substantial management experience in business strategy, marketing, and executive leadership, will also serve as a member of the Company’s compensation and executive development committee.

“I am delighted to welcome Dawn to the board of directors of P.F. Chang’s. Her wealth of knowledge, including her significant experience in food service and marketing, will continue to enhance the strength of our board,” said Rick Federico, Chairman and Co-CEO.

Ms. Hudson currently serves as Vice Chairman of The Parthenon Group, an advisory firm specializing in business strategy consulting, since March 2009. She was President and Chief Executive Officer of Pepsi-Cola North America (PCNA), the multi-billion dollar refreshment beverage unit of PepsiCo, Inc. in the United States and Canada, and Chief Executive Officer of the PepsiCo Foodservice Division, from March 2005 until November 2007. From May 2002 to March 2005, Ms. Hudson served as President of PCNA. Ms. Hudson previously served as Senior Vice President, Strategy and Marketing, for PCNA from 1997 to 2002. Ms. Hudson also has international experience from her initial position at Pepsico where she served as Executive Vice President of Sales and Marketing. Prior to joining PepsiCo, Ms. Hudson spent 13 years in the marketing, advertising and branding strategy arena with leadership positions at major agencies such as D’Arcy Masius Benton & Bowles and Omnicom.

Ms. Hudson currently serves as a board member of Lowe’s Companies, Inc., where she is a member of the Compensation Committee and the Governance Committee, and Allergan, Inc., where she is a member of the Audit and Finance Committee and the Organization and Compensation Committee. Additionally, she serves as Chairperson of the Board for the Ladies Professional Golf Association, or LPGA. In 2006 and 2007, Ms. Hudson was named among Fortune Magazine’s “50 Most Powerful Women in Business.”

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. 

Contact
Allison Schulder
(480) 888-3000
allison.schulder@pfcb.com

 

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