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): January 28, 2022
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) |
(714) 500-2400
(Registrant's telephone number, including area code)
(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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective January 28, 2022, Julius W. Robinson, Jr. was appointed to serve as a member of the Board of Directors of BJ's Restaurants, Inc. (the “Company”). Mr. Robinson will serve as a member of the Compensation Committee of the Board.
There is no understanding or arrangement between Mr. Robinson and any other person pursuant to which Mr. Robinson was appointed.
In connection with his service as a member of the Board, Mr. Robinson will receive compensation as a non-employee director of the Board in accordance with the terms described in Item 1.01(a) on Form 8-K/A filed with the Securities and Exchange Commission on January 5, 2022, which is incorporated herein by this reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the appointment of Mr. Robinson to the Board of Directors described in Item 5.02(d) above, the number of authorized directors was increased from twelve to thirteen pursuant to Article III, Section 2 of the Company's Bylaws.
Item 8.01. Other Events.
On January 31, 2022, the Company issued a press release, which announced that Mr. Robinson has been appointed to the Board. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
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.
| | BJ'S RESTAURANTS, INC. |
| | (Registrant) |
| | |
| | | |
| Date: January 31, 2022 | By: | /s/ GREGORY S. LEVIN |
| | | Gregory S. Levin |
| | | Chief Executive Officer & President |
| | | |
