-----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, Lq+TqO7K/6uga12k6iUvzbkG8lxiIwguQRQaYlf0LmXeUVG0fnPXsKqCPSsL+m0a sXTtawINYE0jxAXuo+h5XQ== 0001104659-09-016474.txt : 20090311 0001104659-09-016474.hdr.sgml : 20090311 20090311163020 ACCESSION NUMBER: 0001104659-09-016474 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090305 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090311 DATE AS OF CHANGE: 20090311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEESECAKE FACTORY INC CENTRAL INDEX KEY: 0000887596 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 510340466 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20574 FILM NUMBER: 09672816 BUSINESS ADDRESS: STREET 1: 26901 MALIBU HILLS RD CITY: CALABASAS HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 818 871-8342 MAIL ADDRESS: STREET 1: 26901 MALIBU HILLS RD CITY: CALABASAS HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: CHEESECAKE FACTORY INCORPORATED DATE OF NAME CHANGE: 19930328 8-K 1 a09-7484_18k.htm 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):

March 5, 2009

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or other jurisdiction
of incorporation)

 

0-20574

(Commission File Number)

 

51-0340466

(IRS Employer Identification No.)

 

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

(818) 871-3000

 

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 (see General Instruction A.2. below):

 

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 240.14.d-2(b))

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

 

 

 


 

SECTION 5       — CORPORATE GOVERNANCE AND MANAGEMENT

 

ITEM  5.02        DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF  DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

On March 5, 2009, the Compensation Committee of the Board of Directors of The Cheesecake Factory Incorporated (the “Company”) approved performance incentive targets for fiscal 2009 under the Company’s Amended and Restated Performance Incentive Plan (the “Plan”) for executive officers and other corporate executives based upon the Company achieving specified levels of consolidated income from operations and subject to specified potential adjustments. The performance incentive target for The Cheesecake Factory Bakery Incorporated, a wholly owned subsidiary of the Company, also requires achievement of a specified level of operating profit of the bakery division. The Company’s stockholders approved the material terms of the performance incentive goals under the Plan at the 2005 Annual Meeting of Stockholders.

 

Participants in the Plan will have an opportunity to earn a performance achievement award (the “Award”) ranging from 0% to 157.5% of base salary if the Company achieves at least 67% of its performance incentive targets for fiscal 2009. Payment of Awards is subject to the Company’s ability to accrue for such Awards, and a portion of such Awards are also subject to the Compensation Committee’s determination that specified additional strategic and operational objectives were satisfied.  The maximum Award as a percentage of base salary payable under the Plan to the executive officers of the Company if the performance incentive targets are achieved at the highest levels are as follows:

 

 

 

MAXIMUM POTENTIAL
BONUS AS A PERCENTAGE
OF SALARY (1)

 

David Overton,

 

 

 

Chairman and Chief Executive Officer

 

 

 

The Cheesecake Factory Incorporated

 

157.5

%

 

 

 

 

W. Douglas Benn

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

The Cheesecake Factory Incorporated

 

105

%

 

 

 

 

Cheryl M. Slomann

 

 

 

Vice President, Controller and Chief Accounting Officer (2)

 

 

 

The Cheesecake Factory Incorporated

 

52.5

%

 

 

 

 

Debby R. Zurzolo

 

 

 

Executive Vice President, General Counsel and Secretary

 

 

 

The Cheesecake Factory Incorporated

 

105

%

 

 

 

 

Max S. Byfuglin

 

 

 

President

 

 

 

The Cheesecake Factory Bakery Incorporated

 

120

%

 

(1)           The Award payable to any participant under the Plan for achievement of performance incentive targets is subject to a maximum payment cap of one million dollars ($1,000,000) per year.  The Plan also allows for payment of a discretionary bonus of up to one hundred percent (100%) of base salary in addition to the Award, subject to limitations on payment specified in the Plan.

 

(2)           Ms. Slomann was appointed Interim Chief Financial Officer effective July 23, 2008.  Her appointment ended on January 19, 2009 and she resumed her prior position as Vice President, Controller and Chief Accounting Officer.

 

There is no assurance that the Company will achieve the performance incentive targets established by the Compensation Committee in any fiscal year.

 

2


 

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.

 

Date:   March 11, 2009

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

By:

  /s/ W. DOUGLAS BENN

 

 

  W. Douglas Benn

 

 

  Executive Vice President and Chief Financial Officer

 

 

 

 

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