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): June 16, 2011

CEC ENTERTAINMENT, INC.

(Exact name of registrant as specified in charter)

Kansas	0-13687	48-0905805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4441 West Airport Freeway Irving, Texas		75062
(Address of principal executive offices)		(Zip Code)

(972) 258-8507

(Registrant’s telephone number, including area code)

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))

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

(d) On June 16, 2011, upon the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors (the “Board”) of CEC Entertainment, Inc. (the “Company”) appointed Bruce M. “Smokey” Swenson to the Board as a director effective immediately. Mr. Swenson will fill the vacancy that was created by the retirement of Larry T. McDowell and his term as a director will expire at the 2013 annual meeting of the Company’s stockholders. Mr. Swenson was also appointed by the Board to serve as Chairman of the Audit Committee and as a member of the Nominating/Corporate Governance Committee.

There is no arrangement or understanding between Mr. Swenson and any other persons pursuant to which Mr. Swenson was selected as a director. There are no transactions involving Mr. Swenson requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his service as a director, Mr. Swenson will receive the Company’s standard non-employee director cash and equity compensation. Mr. Swenson will receive a pro rata portion of the $20,000 annual retainer for his service through the remaining portion of the year, $3,000 per regularly scheduled Board meeting for attendance in person or telephonically, $2,500 per specially called meeting of the Board for which attendance is requested in person or telephonically, and $1,250 per specially called committee meeting for which attendance is requested in person or telephonically. Mr. Swenson will also receive a pro rata portion of the $10,000 retainer for his service as Audit Committee Chair through the remaining portion of the year.

Upon his appointment, pursuant to the Board’s equity grant policy for non-employee directors under the Company’s Second Amended and Restated Non-Employee Directors Restricted Stock Plan (the “Plan”), Mr. Swenson received an initial non-employee director restricted stock award for the number of shares of common stock having the fair market value (as defined in the Plan) as of the date of grant equal to $100,000 multiplied by a fraction the numerator of which is the number of days until the date of the next annual grant to non-employee directors and the denominator of which is 365. Subject to certain exceptions set forth in the Plan, the restricted stock award will vest in four equal annual installments upon the first, second, third and fourth anniversary of the grant date.

Item 7.01. Regulation FD Disclosure.

On June 20, 2011, the Company issued a press release announcing Mr. Swenson’s appointment to the Company’s Board of Directors. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 7.01 – “Regulation FD Disclosure” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of CEC Entertainment, Inc. dated June 20, 2011

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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.

	CEC ENTERTAINMENT, INC.
Date: June 20, 2011	By:	/s/ Tiffany B. Kice
		Tiffany B. Kice
		Executive Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of CEC Entertainment, Inc. dated June 20, 2011

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT: Tiffany B. Kice
June 20, 2011	Executive Vice President
3:05 p.m. Central Time	Chief Financial Officer
	(972) 258-4525

BRUCE M. “SMOKEY” SWENSON APPOINTED TO

CEC ENTERTAINMENT, INC. BOARD OF DIRECTORS

IRVING, TX – The Board of Directors of CEC Entertainment, Inc. (NYSE: CEC) has appointed Bruce M. “Smokey” Swenson as a director. Mr. Swenson currently serves as a Managing Director for the investment banking firm Stephens Inc. He was elected by the CEC Board at a special meeting on June 16, 2011.

Prior to joining Stephens Inc. in 1999, Mr. Swenson served as Senior Managing Director for the investment banking firm Everen Securities, Inc. from 1998 to 1999. From 1992 to 1998, Mr. Swenson worked for Principal Financial Securities, Inc., an investment banking firm, where he was a Senior Vice President and head of the Corporate Finance Department from 1996 to 1998. Mr. Swenson was a Senior Vice President at Southwest Securities, Inc., an investment banking firm, from 1990 to 1992. From 1980 to 1990, Mr. Swenson was a Senior Vice President and Director at Rotan Mosle Inc., an investment banking firm. Mr. Swenson was an accountant from 1976 to 1980 at Peat Marwick, a public accounting firm and a predecessor firm of KPMG, where he worked in the audit and private business advisory departments.

Mr. Swenson is an independent director under the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines and has been appointed by the Board to serve as Chairman of the Audit Committee and as a member of the Nominating/Corporate Governance Committee. Mr. Swenson is an “audit committee financial expert” as defined by SEC standards. Mr. Swenson’s election brings CEC’s Board to nine members, seven of whom are independent.

CEC Executive Chairman Richard M. Frank said, “We are delighted Smokey Swenson has joined the CEC Board as an independent director and look forward to working closely with him as we continue to expand the Chuck E. Cheese brand domestically and around the world. The CEC Board and our investors will benefit from his finance and industry experience.”

About CEC Entertainment, Inc.:

For more than 30 years, CEC Entertainment has served as the nationally recognized leader in family dining and entertainment and the place Where a Kid can be a Kid^®. The Company and its franchisees operate a system of 555 Chuck E. Cheese’s stores located in 48 states and seven foreign countries or territories. Currently, 508 locations in the United States and Canada are owned and operated by the Company. CEC Entertainment, Inc. and its franchises have the common goal of creating lifelong memories for families through fun, food and play. Each Chuck E. Cheese’s features musical and comic robotic entertainment, games, rides and play areas as well

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as a variety of dining options including pizza, sandwiches, a salad bar and desserts. Committed to providing a fun, safe environment, Chuck E. Cheese’s helps protect families through industry-leading programs such as Kid Check^®.

Chuck E. Cheese’s aims to promote positive, lifelong memories inside and outside of its stores. In addition to providing a fun entertainment experience for millions of families across the world, Chuck E. Cheese’s has donated more than $6 million to schools and non-profit institutions through its fundraising programs. For more information, see the company’s website at www.chuckecheese.com.

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