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): May 3, 2011
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CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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| Kansas | 0-13687 | 48-0905805 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
4441 West Airport Freeway Irving, Texas | 75062 | |
| (Address of principal executive offices) | (Zip Code) | |
| (972) 258-8507 | ||
| (Registrant’s telephone number, including area code) | ||
| Not applicable | ||
| (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)) |
Item 2.02. Results of Operations and Financial Condition.
On May 5, 2011, CEC Entertainment, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended April 3, 2011.
The information furnished in this Item 2.02 – “Results of Operations and Financial Condition” of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 5.07. Submission of Matters to a Vote of Security Holders
Set forth below is information concerning each matter submitted to a vote at the Company’s Annual Meeting of Stockholders held on May 3, 2011.
Proposal No. 1: The stockholders elected each of the following persons as a director to serve for a term of one year or until their successors are elected and qualified or until their earlier resignation or removal.
| For | Withheld | Broker Non-Votes | |||
| General (ret) Tommy Franks | 17,175,145 | 636,516 | 638,066 | ||
| Cynthia Pharr Lee | 17,116,708 | 694,953 | 638,066 | ||
| Raymond E. Wooldridge | 17,106,994 | 704,667 | 638,066 |
Proposal No. 2: The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement, including the compensation discussion and analysis, compensation tables and narrative discussion.
| For | Against | Abstain | Broker Non-Votes | |||
| 16,858,209 | 740,763 | 212,689 | 638,066 |
Proposal No. 3: The stockholders approved, on an advisory basis, the option of every “1 YEAR” for future advisory votes on executive compensation.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 13,385,175 | 228,439 | 3,989,835 | 208,212 | 638,066 |
After consideration of the stockholders’ recommendations, the Board of Directors has decided to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next vote on frequency, which shall be no later than the Company’s Annual Stockholders’ Meeting in 2017.
Proposal No. 4: The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year.
| For | Against | Abstain | Broker Non-Votes | |||
| 18,337,500 | 108,615 | 3,612 | 0 |
No other matters were voted upon at the meeting.
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Item 8.01. Other Events.
On May 3, 2011, the Company’s Board of Directors (the “Board”) declared a cash dividend of $0.20 per share on the common stock of the Company. The cash dividend is payable on July 7, 2011 to stockholders of record as of June 2, 2011.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | ||
| 99.1 | Press Release of CEC Entertainment, Inc. dated May 5, 2011 |
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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.
CEC ENTERTAINMENT, INC. | |||
| Date: May 5, 2011 | By: | /s/ Tiffany B. Kice | |
| Tiffany B. Kice | |||
| Executive Vice President, Chief Financial Officer | |||
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EXHIBIT INDEX
| Exhibit Number | Description | ||
| Press Release of CEC Entertainment, Inc. dated May 5, 2011 |
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