-----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, UFehCW2q5jR735GDpBD7Io2oA9YXUS6n4JZCjPTovAMDdaok9VHDR/C1PzU28Vln D7QNQAfp0iqMoH+5xV5yyQ== 0001104659-11-001876.txt : 20110118 0001104659-11-001876.hdr.sgml : 20110117 20110118170604 ACCESSION NUMBER: 0001104659-11-001876 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110106 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110118 DATE AS OF CHANGE: 20110118 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: 1230 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20574 FILM NUMBER: 11533837 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/A 1 a11-4132_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

January 6, 2011

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

0-20574

 

51-0340466

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(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))

 

 

 


 

EXPLANATORY NOTE

The purpose of this amendment to the Current Report on Form 8-K filed by The Cheesecake Factory Incorporated with the Securities and Exchange Commission on January 12, 2011 (the “Original 8-K”) is to correct Mr. Benn’s salary as set forth in Item 5.02 of the Original 8-K.

 

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

 

On January 6, 2011, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of The Cheesecake Factory Incorporated (the “Company”) approved base salaries for fiscal 2011, effective as of December 29, 2010, the first day of the Company’s 2011 fiscal year, for the following executive officers of the Company:

 

Name

 

Title

 

Base Salary for 2011

 

David Overton

 

Chairman and Chief Executive Officer

 

$

915,000

 

Michael Jannini

 

President

 

$

565,000

 

W. Douglas Benn

 

Executive Vice President and Chief Financial Officer

 

$

432,600

 

Debby R. Zurzolo

 

Executive Vice President, General Counsel and Secretary

 

$

404,500

 

Max Byfuglin

 

President, The Cheesecake Factory Bakery, Inc.

 

$

358,000

 

Cheryl Slomann

 

Vice President, Controller and Chief Accounting Officer

 

$

230,000

 

 

In addition, the Compensation Committee approved grants of equity awards of the Company’s common stock to each of the executive officers under the terms of the Company’s 2010 Stock Incentive Plan, as follows:

 

Name

 

Number of Stock
Options

 

Number of Restricted
Shares

 

David Overton

 

100,000

 

30,000

 

Michael Jannini

 

20,000

 

8,000

 

W. Douglas Benn

 

15,000

 

6,500

 

Debby R. Zurzolo

 

15,000

 

6,500

 

Max Byfuglin

 

15,000

 

6,500

 

Cheryl Slomann

 

7,500

 

2,500

 

 

The stock options were granted at an exercise price of $31.10 per share which was the closing price for the Company’s common stock on January 6, 2011, the date of grant.  The options vest as to 20% of the shares on each of January 6, 2012, 2013, 2014, 2015 and 2016.  The restricted shares vest as to 60% of the shares on January 6, 2014, and as to 20% of the shares on each of January 6, 2015 and 2016.  Other than the grants to Ms. Slomann, these grants were made pursuant to the terms and conditions of a form of award agreement for executive officers previously approved by the Compensation Committee and filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2010.  Ms. Slomann received her grants pursuant to the terms and conditions of a form of award agreement to non-executive officers previously approved by the Compensation Committee.

 

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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.

 

Date:    January 18, 2011

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

By:

/s/ Debby R. Zurzolo

 

 

Debby R. Zurzolo

 

 

Executive Vice President, General Counsel and Secretary

 

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