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): May 4, 2011
BUFFALO WILD WINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota | | 000-24743 | | 31-1455913 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Buffalo Wild Wings, Inc. held its Annual Meeting of Shareholders on May 4, 2011. The following matters were voted upon by the shareholders:
1. A proposal to elect members of the Board of Directors, thereby setting the number of members of the Board of Directors at eight. The following directors were elected based on the votes listed below:
Nominee | | For | | Withheld | | Broker Non-Vote | |
Sally J. Smith | | 13,256,866 | | 367,460 | | 3,353,858 | |
Dale M. Applequist | | 13,235,003 | | 389,323 | | 3,353,858 | |
Robert W. MacDonald | | 13,602,269 | | 22,057 | | 3,353,858 | |
Warren E. Mack | | 10,610,544 | | 3,013,782 | | 3,353,858 | |
J. Oliver Maggard | | 13,234,467 | | 389,859 | | 3,353,858 | |
Michael P. Johnson | | 13,456,045 | | 168,281 | | 3,353,858 | |
James M. Damian | | 13,602,889 | | 21,437 | | 3,353,858 | |
Jerry R. Rose | | 13,282,143 | | 342,183 | | 3,353,858 | |
2. A proposal to approve, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the Company’s proxy statement distributed to shareholders in connection with the Annual Meeting. The proposal obtained advisory approval based on the following vote:
For | | Against | | Abstain | | Broker Non-Vote | |
13,464,704 | | 126,633 | | 32,989 | | 3,353,858 | |
3. An advisory vote to recommend the frequency of future shareholder votes on the compensation of the Company’s executive officers. Advisory approval was obtained for the annual option based on the following vote:
Every Year | | Every 2 Years | | Every 3 Years | | Abstain | | Broker Non-Vote | |
11,996,812 | | 76,241 | | 1,538,388 | | 12,885 | | 3,353,858 | |
Based on the results of this vote, the Board of Directors has determined to include a shareholder vote on executive compensation in its proxy materials on an annual basis.
4. A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2011. The proposal obtained approval based on the following vote:
For | | Against | | Abstain | |
16,495,226 | | 470,318 | | 12,640 | |
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SIGNATURE
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.
| BUFFALO WILD WINGS, INC. |
| |
| By | /s/ Emily C. Decker |
| | Emily C. Decker |
| | Vice President, General Counsel |
| |
| |
Date: May 10, 2011 | |
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