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) On June 14, 2022, the Board of Directors of BJ’s Restaurants, Inc. (the “Company”), ratified and approved an amendment of the BJ’s Restaurants, Inc. Equity Incentive Plan (the “Plan”). The amendment revised the Plan to provide that upon retirement of an employee (after the age of 60 and 10 years of continuous service) or a non-employee director (after 6 years of consecutive service on the Board), the retired employee’s vested options or director’s outstanding options (or stock appreciation rights (SARs), if any) shall be exercisable until the expiration date of the applicable award (generally ten years from the grant date for stock options). Previously, the Plan had provided that awards would expire three months after termination (for employees) or six months after termination (for non-employee directors) regardless of years of service.
The information regarding the Plan contained herein is qualified in its entirety by reference to the actual terms of the Plan, as amended and restated, which is filed as Exhibit 10.1 hereto and incorporated by reference.
As previously announced, Kevin E. Mayer, the Company’s former Executive Vice President and Chief Growth and Brand Officer, gave notice of his resignation effective April 5, 2022. In connection with his resignation, on June 14, 2022, the Company extended the period during which he may exercise options previously granted under the Plan to December 31, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 8, 2022, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) approval, on an advisory and non-binding basis, of the compensation of named executive officers; and (iii) ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2022.
Election of Directors. Gregory S. Levin, Gerald W. Deitchle, Peter A. Bassi, Larry D. Bouts, Bina Chaurasia, James A. Dal Pozzo, Noah A. Elbogen, Lea Anne S. Ottinger, Keith E. Pascal, Julius W. Robinson, Jr., Janet M. Sherlock and Gregory A. Trojan were nominated and elected at the meeting. The following votes were cast for each of the nominees:
| Name | For | Withhold | ||
| Gregory S. Levin | 19,432,468 | 545,043 | ||
| Gerald W. Deitchle | 19,311,191 | 666,320 | ||
| Peter A. Bassi | 18,713,738 | 1,263,773 | ||
| Larry D. Bouts | 18,753,441 | 1,224,070 | ||
| Bina Chaurasia | 19,837,912 | 139,599 | ||
| James A. Dal Pozzo | 18,973,657 | 1,003,854 | ||
| Noah A. Elbogen | 19,530,847 | 446,664 | ||
| Lea Anne S. Ottinger | 19,616,755 | 360,756 | ||
| Keith E. Pascal | 19,365,472 | 612,039 | ||
| Julius W. Robinson, Jr. | 19,586,471 | 391,040 | ||
| Janet M. Sherlock | 19,787,045 | 190,466 | ||
| Gregory A. Trojan | 19,417,577 | 559,934 |
There were 1,772,173 broker non-votes with respect to the election of directors.
Advisory Vote on Executive Compensation. In addition, the shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the compensation of named executive officers: 19,367,001 For; 565,997 Against; 44,513 Abstain. There were 1,772,173 broker non-votes.
Ratification of Accountants. Finally, the shareholders approved the ratification of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year. The following votes were cast on the ratification: 21,698,730 For; 17,288 Against; 33,666 Abstain. There were no broker non-votes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | |
| 104 |
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.
| June 14, 2022 |
BJ’S RESTAURANTS, INC. (Registrant)
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By: /s/ GREGORY S. LEVIN Gregory S. Levin, Chief Executive Officer, President and Director (Principal Executive Officer)
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