0000887596 false 0000887596 2020-05-26 2020-05-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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):  May 27, 2020

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   0-20574   51-0340466
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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:

 

¨            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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock, par value $.01 per share   CAKE   Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company 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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Results of the 2020 Stockholders’ Annual Meeting.

 

The final results of the vote taken for each proposal presented at the annual meeting of stockholders held on May 28, 2020 are as follows:

 

Proposal 1: Election of Directors.

 

Name  For  Against  Abstain  Broker Non-Votes
David Overton  32,924,321  658,160  136,118  6,825,535
Edie A. Ames  33,173,157  407,156  138,286  6,825,535
Alexander L. Cappello  32,695,897  884,695  138,007  6,825,535
Jerome I. Kransdorf  31,781,731  1,798,463  138,405  6,825,535
Janice L. Meyer  33,301,058  276,009  141,532  6,825,535
Laurence B. Mindel  32,965,438  617,599  135,562  6,825,535
David B. Pittaway  32,922,667  657,537  138,395  6,825,535
Herbert Simon  32,972,676  607,750  138,173  6,825,535

 

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2020.

 

For  Against  Abstain  Broker Non-Votes
40,297,814  140,450  105,870  0

 

Proposal 3: Non-Binding Advisory Vote on Executive Compensation.

 

For  Against  Abstain  Broker Non-Votes
31,976,347  1,602,246  140,006  6,825,535

 

ITEM 7.01REGULATION FD DISCLOSURE

 

The following information under Item 7.01 “Regulation FD Disclosure” is intended to be furnished. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

 

In a press release dated June 2, 2020, a copy of which is furnished as Exhibit 99.1 to this report, The Cheesecake Factory Incorporated (the “Company”) provided a business update given the ongoing COVID-19 pandemic.

 

ITEM 8.01OTHER EVENTS

 

Election of Lead Director

 

Mr. Jerry Kransdorf’s term as Lead Director of the Board was scheduled to expire at the 2020 annual meeting of stockholders. On May 27, 2020, subject to his re-election as a director by the Company’s stockholders at the 2020 annual meeting of stockholders, the independent directors of the Company re-elected Mr. Kransdorf as Lead Director of the Board, to serve in that capacity until the 2021 annual meeting of stockholders or his successor has been elected.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits

 

99.1 Press release dated June 2, 2020 entitled “The Cheesecake Factory Provides Business Update”
104.1 Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

 

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 2, 2020 THE CHEESECAKE FACTORY INCORPORATED
   
 

By:  

/s/ Matthew E. Clark

    Matthew E. Clark
    Executive Vice President and Chief Financial Officer