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): September 1, 2021
BJ’S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
| California | 0-21423 | 33-0485615 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
7755 Center Avenue Suite 300 Huntington Beach, California | 92647 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (714) 500-2400
(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 | | Name of each exchange on which registered |
| Common Stock, No Par Value | | BJRI | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) As previously announced, effective September 1, 2021, Gregory A. Trojan retired as Chief Executive Officer of BJ's Restaurants, Inc. (the “Company”). He will continue to serve as a member of the Company’s Board of Directors and, per the terms of his employment agreement, will remain as an employee through December 31, 2021.
(c) As previously disclosed, effective September 1, 2021, Gregory S. Levin, the Company's President and Chief Financial Officer, became the Company’s Chief Executive Officer. The information regarding Mr. Levin and his employment agreement contained in Item 5.02(c) of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2021 is incorporated herein by this reference.
As previously disclosed, effective September 1, 2021, Thomas A. Houdek was appointed Senior Vice President and Chief Financial Officer of the Company. The information regarding Mr. Houdek contained in Item 5.02(c) of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2021 is incorporated herein by this reference. In connection with his appointment to Senior Vice President and Chief Financial Officer, Mr. Houdek's base salary was increased from $265,000 to $385,000, and his annual bonus opportunity was increased from 25% to 50% of base salary. Mr. Houdek also received a special equity grant on September 1, 2021, having a grant date fair market value of $50,000. The equity grant of restricted stock units will vest annually over a three year period.
(d) Effective September 1, 2021, Gregory S. Levin was appointed as a member of the Board of Directors of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the appointment of Mr. Levin to the Board of Directors described in Item 5.02(d) above, the number of authorized directors was increased from eleven to twelve pursuant to Article III, Section 2 of the Company's Bylaws.
Item 9.01 Exhibits
| Exhibit No. | Description |
| | |
| 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.
| September 2, 2021 | BJ’S RESTAURANTS INC. (Registrant) |
| | |
| | By: | /s/ GREGORY S. LEVIN |
| | | Gregory S. Levin, |
| | | Chief Executive Officer |
