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, 2016

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))

ITEM 8.01     OTHER EVENTS

In a press release dated June 20, 2016, the Company announced the passing of Douglas L. Schmick, 68, a member of the Company’s Board of Directors since 2012 and a member of the Company’s Audit Committee.

As a result of Mr. Schmick’s passing and in accordance with the by-laws of the Company, the Board of Directors reduced the number of directors from seven to six, effective June 16, 2016. Votes cast for Mr. Schmick at the Company’s upcoming 2016 annual meeting of stockholders on June 23, 2016 will be disregarded. In addition, the Board of Directors appointed Jerome Kransdorf as a member of the Audit Committee of the Company effective June 17, 2016 resulting in the following independent directors serving on the Audit Committee: David B. Pittaway, Chairperson; Alexander L. Cappello; and Jerome Kransdorf.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)         Exhibits

Exhibit	Description
99.1	Press release dated June 20, 2016, entitled “The Cheesecake Factory Mourns the Passing of Director Douglas L. Schmick.”

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:   June 20, 2016	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ W. Douglas Benn
		W. Douglas Benn
		Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated June 20, 2016, entitled “The Cheesecake Factory Mourns the Passing of Director Douglas L. Schmick.”

4

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE	Contact: Stacy Feit
	(818) 871-3000
	investorrelations@thecheesecakefactory.com

THE CHEESECAKE FACTORY MOURNS THE PASSING OF
DIRECTOR DOUGLAS L. SCHMICK

Calabasas Hills, CA – June 20, 2016 – The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced with deep sadness the passing of Douglas L. Schmick, 68, a member of the Company’s Board of Directors since 2012 and a member of the Company’s Audit Committee.

“Doug was a valued member of our Board of Directors for the last several years and a respected colleague in the restaurant industry for more than 25 years,” said David Overton, Chairman and Chief Executive Officer of The Cheesecake Factory Incorporated. “As a co-founder of McCormick & Schmick’s Seafood & Steak restaurants, he embodied the entrepreneurial spirit of the restaurant industry and leaves a lasting legacy behind. He will be sorely missed by us. We extend our heartfelt condolences to his family at this difficult time.”

Douglas L. Schmick began his restaurant career more than 42 years ago and developed several brands, most notably McCormick & Schmick’s Seafood & Steak restaurants. Beginning with Jake’s Famous Crawfish restaurant in Portland, Oregon, Mr. Schmick and his partner became leaders and innovators in the affordable, upscale seafood segment and grew the McCormick & Schmick’s organization to 96 restaurants nationwide. Mr. Schmick served as Chief Executive Officer and Chairman of the Board for that company from 1974 through 1999 and again from 2007 through 2008. During those years, he guided McCormick & Schmick’s through several iterations of ownership, including becoming a publicly-traded company in 2004. He then served as Chairman of the Board until the company’s sale in 2012. Mr. Schmick joined the Board of Directors of The Cheesecake Factory Incorporated in 2012. In 2013, Mr. Schmick joined the Board of Directors of Chuy’s Inc., a public company, and Anthony’s Coal Fired Pizza, a private group. Mr. Schmick has received many accolades for his work in the restaurant industry, including being named the Ernst & Young Regional “Entrepreneur of the Year” in 2008.

As a result of Mr. Schmick’s passing, the Board of Directors approved a reduction in the number of directors from seven to six, effective immediately. Accordingly, six directors will stand for election at the Company’s upcoming 2016 annual meeting of stockholders on June 23, 2016. In addition, the Board of Directors appointed Jerome Kransdorf as a member of the Audit Committee, effective June 17, 2016.

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept. The Company, through its subsidiaries, owns and operates 202 full-service, casual dining restaurants throughout the U.S.A. and Puerto Rico, including 189 restaurants under The Cheesecake Factory® mark; 12 restaurants under the Grand Lux Cafe® mark; and one restaurant under the RockSugar Pan Asian Kitchen® mark.  Internationally, 12 The Cheesecake Factory® restaurants operate under licensing agreements. The Company’s bakery division operates two bakery production facilities, in Calabasas Hills, CA and Rocky Mount, NC, that produce quality cheesecakes and other baked products for its restaurants, international licensees and third-party bakery customers. In 2016, the Company was named to the FORTUNE Magazine “100 Best Companies to Work For®” list for the third consecutive year. To learn more about the Company, visit www.thecheesecakefactory.com.

FORTUNE and 100 Best Companies to Work For® are registered trademarks of Time Inc. and are used under license.  From FORTUNE Magazine, March 3, 2016 ©2016 Time Inc. FORTUNE and Time Inc. are not affiliated with, and do not endorse products or services of, The Cheesecake Factory Incorporated.

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100