UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of The Cheesecake Factory Incorporated (the “Company”) previously adopted, and the Company’s stockholders previously approved, The Cheesecake Factory Incorporated Stock Incentive Plan (the “Stock Plan”). The Stock Plan authorizes the Compensation Committee of the Board to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock and restricted stock units structured by the Compensation Committee within parameters set forth in the Stock Plan, for the purpose of providing equity compensation, incentives and rewards for superior performance to the Company’s employees, non-employee directors, and consultants.
Subsequently, the Board adopted the First Amendment to the Stock Plan (the “Amendment”), subject to approval by the stockholders. At the Company’s annual meeting of stockholders held on May 19, 2022, the Company’s stockholders approved the Amendment. The Stock Plan as amended by the Amendment is filed as Exhibit 10.1 hereto.
As more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 7, 2022, the Amendment:
• Increases the aggregate number of shares authorized for issuance pursuant to the Stock Plan by 2,350,000 shares, from 4,800,000 shares to 7,150,000 shares; and
• Increases the limit on the number of shares that may be granted pursuant to (i) options and stock appreciation rights to 600,000 and (ii) restricted stock and restricted stock units awards to 300,000 in each case, to an individual employee in any fiscal year; and
• Eliminates general references to Section 162(m) of the Internal Revenue Code of 1986, as amended, other than certain provisions intended to ensure good governance.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Results of the 2022 Annual Stockholders’ Meeting
The final results of the vote taken for each proposal presented at the annual meeting of stockholders held on May 19, 2022 are as follows:
Proposal 1: Election of Directors.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||
| David Overton | 36,892,630 | 648,709 | 65,979 | 6,059,499 | ||||||||
| Edie A. Ames | 37,287,045 | 257,345 | 62,928 | 6,059,499 | ||||||||
| Alexander L. Cappello | 36,794,153 | 745,365 | 67,800 | 6,059,499 | ||||||||
| Khanh Collins | 37,315,629 | 228,361 | 63,328 | 6,059,499 | ||||||||
| Paul D. Ginsberg | 37,304,510 | 236,239 | 66,569 | 6,059,499 | ||||||||
| Jerome I. Kransdorf | 35,070,676 | 2,457,831 | 78,811 | 6,059,499 | ||||||||
| Janice L. Meyer | 37,286,373 | 248,527 | 72,418 | 6,059,499 | ||||||||
| Laurence B. Mindel | 35,659,317 | 1,880,623 | 67,378 | 6,059,499 | ||||||||
| David B. Pittaway | 36,788,352 | 751,510 | 67,456 | 6,059,499 | ||||||||
| Herbert Simon | 35,648,422 | 1,895,456 | 63,440 | 6,059,499 |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm for Fiscal Year 2022.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 43,542,882 | 84,878 | 39,057 | 0 |
Proposal 3: Approval of an Amendment to The Cheesecake Factory Incorporated Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 35,876,156 | 1,674,611 | 56,551 | 6,059,499 |
Proposal 4: Non-Binding Advisory Vote on Executive Compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||
| 37,210,394 | 311,678 | 85,246 | 6,059,499 |
| ITEM 8.01 | OTHER EVENTS |
Election of Lead Director
On May 18, 2022, subject to his re-election as a director by the Company’s stockholders at the 2022 annual meeting of stockholders, the independent directors of the Company re-elected Mr. Kransdorf as Lead Director of the Board, to serve in such capacity until the 2023 annual meeting of stockholders or his successor has been elected.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 10.1 | The Cheesecake Factory Incorporated Stock Incentive Plan as amended by the Amendment |
| 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: May 23, 2022 | THE CHEESECAKE FACTORY INCORPORATED | |
| By: | /s/ Matthew E. Clark | |
| Matthew E. Clark | ||
| Executive Vice President and Chief Financial Officer | ||