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): August 29, 2017

Bravo Brio Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Ohio	001-34920	34-1566328
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
777 Goodale Boulevard, Suite 100, Columbus, Ohio		43212
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 614-326-7944

Not Applicable

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))

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

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.

In a press release dated September 5, 2017, Bravo Brio Restaurant Group, Inc. (the “Company”) announced that Executive Vice President, Chief Financial Officer, Treasurer and Secretary, James J. O’Connor, notified the Company’s Board of Directors that he will be resigning from his positions as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, effective September 15, 2017 to pursue other opportunities. Mr. O’Connor’s resignation did not result from any disagreements regarding the Company’s strategy, operations, financial reporting or accounting policies, procedures, estimates or judgments.

The Company expects to initiate a search for a new Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated September 5, 2017 entitled, “Bravo Brio Restaurant Group, Inc. Announces Departure of Chief Financial Officer”.

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.

	Bravo Brio Restaurant Group, Inc.
September 5, 2017	By:	/s/ James J. O’Connor
	Name:	James J. O’Connor
	Title:	Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated September 5, 2017 entitled, “Bravo Brio Restaurant Group, Inc. Announces Departure of Chief Financial Officer”.

EX-99.1

Exhibit 99.1

Bravo Brio Restaurant Group, Inc. Announces Departure of Chief Financial Officer

Columbus, Ohio – September 5, 2017 - Bravo Brio Restaurant Group, Inc. (NASDAQ: BBRG) (the Company) owner and operator of the BRAVO! Cucina Italiana (BRAVO!) and BRIO Tuscan Grille (BRIO) restaurant concepts, today announced that James J. O’Connor, the Company’s Executive Vice President, Chief Financial Officer, Treasurer and Secretary, has resigned his position effective September 15^th to accept a similar role at a private company.

“Jim has been a great asset to us over the past 11 years and we thank him for his many contributions to BBRG. We respect his personal decision to take on another opportunity and wish him well. We have already begun the search process to identify a new CFO and we have a great finance team that will support us on an interim basis until the search is completed,” said Brian O’Malley, President and Chief Executive Officer.

“I am grateful for my time at BBRG and wish my fellow team members all the best as they continue to strengthen the Company and its brands,” said Mr. O’Connor.

Mr. O’Connor’s resignation was not related to any disagreement with the Company’s board, its audit committee or the Company’s auditors.

About Bravo Brio Restaurant Group, Inc.

Bravo Brio Restaurant Group, Inc. is a leading owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana and BRIO Tuscan Grille. BBRG has positioned its brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Each of BBRG’s brands provides its guests with a fine dining experience and value by serving affordable cuisine prepared using fresh flavorful ingredients and authentic Italian cooking methods, combined with attentive service in an attractive, lively atmosphere. BBRG strives to be the best Italian restaurant company in America and is focused on providing its guests an excellent dining experience through consistency of execution.

Forward-Looking Statements

Some of the statements in this release contain forward-looking statements, which involve risks and uncertainties. These statements relate to future events or Bravo Brio Restaurant Group, Inc.’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under the heading “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 6, 2017.

Although Bravo Brio Restaurant Group, Inc. believes that the expectations reflected in the forward-looking statements are reasonable based on its current knowledge of the business and operations, it cannot guarantee future results, levels of activity, performance or achievements. The Company assumes no obligation to provide revisions to any forward-looking statements should circumstances change.

Contacts:

Investor Relations

Don Duffy / Raphael Gross

(203) 682-8200