================================================================================
================================================================================
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): February 16, 2006
BUFFALO WILD WINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
000-24743 31-1455913
(Commission File Number) (IRS Employer
Identification No.)
1600 Utica Avenue South, Suite 700
Minneapolis, Minnesota 55416
(Address of Principal Executive Offices) (Zip Code)
(952) 593-9943
(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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 16, 2006, Buffalo Wild Wings, Inc. increased its Board from six
to seven members and elected Michael P. Johnson as an additional director. Mr.
Johnson was also appointed to be a member of the Board's Audit and Compensation
Committees. Mr. Johnson will be compensated for his services on the Board
according to the current Board compensation arrangements, which included a fully
vested restricted stock grant of 849 shares of the Company's Common Stock on the
date of his election.
Mr. Johnson currently serves as Senior Vice President and Chief
Administrative Officer of The Williams Companies, Inc., a publicly-held natural
gas producer, processor and transporter, having joined The Williams Companies
in 1998. From 1991 to 1998, Mr. Johnson served in various officer level
positions for Amoco Corporation, most recently as Vice President of Human
Resources. Mr. Johnson serves on the Board of Directors of QuikTrip Corporation.
Mr. Johnson was not elected pursuant to any arrangement or understanding
between Mr. Johnson and any other person. There is not currently, nor has there
been since the beginning of the Company's last fiscal year, any transaction with
the Company in which Mr. Johnson has or had a direct or indirect material
interest.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Shell company transactions: None.
(d) Exhibits:
99.1 Press Release dated February 23, 2006
2
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.
Dated: February 23, 2006
BUFFALO WILD WINGS, INC.
By /s/ James M. Schmidt
------------------------------------------
James M. Schmidt, Senior Vice
President, General Counsel and Secretary
3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
BUFFALO WILD WINGS, INC.
EXHIBIT INDEX TO FORM 8-K
Date of Report: Commission File No.:
February 16, 2006 000-24743
- --------------------------------------------------------------------------------
BUFFALO WILD WINGS, INC.
- --------------------------------------------------------------------------------
EXHIBIT NO. ITEM
99.1 Press Release dated February 23, 2006
4