UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 6, 2016
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| BUFFALO WILD WINGS, INC. |
| (Exact name of registrant as specified in its charter) |
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| Minnesota | | 000-24743 | | 31-1455915 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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5500 Wayzata Boulevard, Suite 1600 Minneapolis, Minnesota | | 55416 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 952-593-9943
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. |
On October 6, 2016, the Board of Directors of Buffalo Wild Wings, Inc. (the “Company”) elected Andre J. Fernandez, Hal Lawton and Harmit J. Singh to serve as directors of the Company. Mr. Fernandez, Mr. Lawton and Mr. Singh will each serve until the next annual meeting of shareholders and until his respective successor is duly elected and qualified. The Board of Directors has determined not to name any of them to any committees at this time. Each will participate in the Company’s standard compensation program for non-employee directors, as disclosed in the proxy statement relating to our most recent completed annual meeting of shareholders.
There are no current or proposed transactions in which Mr. Fernandez, Mr. Lawton or Mr. Singh, or any member of their respective immediate family, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
The new directors were elected to fill vacancies on the Board of Directors created by the resignations of Dale M. Applequist and Warren E. Mack, each effective as of October 6, 2016, and an additional vacancy created by an increase of the authorized number of directors to nine, also effective as of October 6, 2016. There are no disagreements between Mr. Applequist or Mr. Mack and the Company relating to its operations, policies or practices that resulted in their decision to resign.
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| Item 7.01. | Regulation FD Disclosure. |
On October 11, 2016, we issued a press release announcing the changes in the composition of our Board of Directors discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933, as amended or the Exchange Act.
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| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
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| Exhibit | | Description |
| 99.1 | | Press release dated October 11, 2016. |
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.
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| | BUFFALO WILD WINGS, INC. |
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| Date: October 11, 2016 | By | /s/ Emily C. Decker |
| | | Emily C. Decker |
| | | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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| Exhibit No. | | Description | | Method of Filing |
| 99.1 | | Press Release dated October 11, 2016. | | Furnished Electronically |
