O Charleys (CHUX) 8-K O’charley’s Inc. Reports Results for the First Quarter of 2010

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 13, 2010

O’CHARLEY’S INC.

(Exact name of registrant as specified in its charter)

Tennessee	0-18629	62-1192475
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3038 Sidco Drive Nashville, Tennessee	37204
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(615) 256-8500

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:

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 2.02 Results of Operations and Financial Condition.

On May 13, 2010, O’Charley’s Inc. (the “Company”) issued a press release announcing its results of operations for the 16-week period ended April 18, 2010. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The annual meeting of the shareholders of the Company was held on May 13, 2010. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

1. Election of Directors.

							BROKER NON-
NOMINEE	VOTES FOR		VOTES AGAINST		ABSTENTIONS		VOTES
Arnaud Ajdler		13,989,207		2,534,970		27,731		2,547,438
William F. Andrews		14,634,343		1,890,794		26,571		2,547,438
Douglas Benham		14,844,766		1,680,522		26,620		2,547,438
Philip J. Hickey, Jr.		16,433,383		92,001		26,524		2,547,438
Gregory Monahan		16,399,294		126,093		26,521		2,547,438
Dale W. Polley		14,882,347		1,642,990		26,571		2,547,438
Richard Reiss, Jr.		14,143,543		2,381,744		26,621		2,547,438
H. Steve Tidwell		14,150,993		2,374,602		26,313		2,547,438
Robert J. Walker		16,407,310		118,335		26,263		2,547,438
Jeffrey D. Warne		16,304,376		221,980		25,552		2,547,438
Shirley A. Zeitlin		16,335,697		190,548		25,663		2,547,438

All 11 of the Company’s nominees for director received over a majority of votes cast.

2. Votes regarding ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2010 were as follows:

VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
	17,196,145		1,833,695		69,506		—

3. Votes regarding a shareholder proposal brought by People for the Ethical Treatment of Animals were as follows:

VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
	496,176		12,937,510		3,118,222		2,547,438

Item 7.01 Regulation FD Disclosure.

On May 13, 2010, the Company issued a press release announcing its results of operations for the 16-week period ended April 18, 2010. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press Release dated May 13, 2010.

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.

O’CHARLEY’S INC.
By:	/s/ Lawrence E. Hyatt
	Lawrence E. Hyatt
	Chief Financial Officer and Treasurer

Date: May 13, 2010

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated May 13, 2010.