================================================================================ 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 11, 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 1.01 Entry into a Material Definitive Agreement. On May 11, 2006, the shareholders of Buffalo Wild Wings, Inc. (the "Company") approved the amendment of its 2003 Equity Incentive Plan (the "Plan") to increase the shares reserved under the Plan from 1,100,000 to 1,450,000. A copy of the Plan, as amended, is attached hereto as an exhibit. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 10.1 2003 Equity Incentive Plan, as Amended 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: May 16, 2006 BUFFALO WILD WINGS, INC. By /s/ James M. Schmidt ------------------------------------------- James M. Schmidt, Senior Vice President, General Counsel and Secretary SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 BUFFALO WILD WINGS, INC. EXHIBIT INDEX TO FORM 8-K Date of Report: Commission File No.: May 11, 2006 000-24743 - -------------------------------------------------------------------------------- BUFFALO WILD WINGS, INC. - -------------------------------------------------------------------------------- EXHIBIT NO. ITEM 10.1 2003 Equity Incentive Plan, as Amended