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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 24, 2007
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))
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
On May 24, 2007, the shareholders of Buffalo Wild Wings, Inc. approved
the Buffalo Wild Wings, Inc. Cash Incentive Plan (the "Plan"), which provides
for annual incentive payments under an annual incentive bonus program for key
executives, include the Chief Executive Officer, Chief Financial Officer and all
other executive officers. The Plan contains provisions to comply with the
Internal Revenue Code Section 162(m).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On May 25, 2007, the Company submitted a Statement of Designation to
the Office of the Minnesota Secretary of State, which Statement of Designation
will be effective upon the completion of the filing. The Statement of
Designation amends the Company's Restated Articles of Incorporation by
designating 4,600,000 shares of the undesignated shares as common shares. The
Statement of Designation is included with the Restated Articles of Incorporation
attached hereto as Exhibit 3.1 and incorporated in this Report as if fully set
forth herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Shell company transactions: None.
(d) Exhibits:
3.1 Restated Articles of Incorporation, as Amended
10.1 Cash Incentive Plan--incorporated by reference to
Appendix B to the Company's Definitive Proxy Statement
filed with the United States Securities and Exchange
Commission on April 20, 2007
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 31, 2007
BUFFALO WILD WINGS, INC.
By: /s/ James M. Schmidt
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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 24, 2007 000-24743
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BUFFALO WILD WINGS, INC.
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EXHIBIT NO. ITEM
3.1 Restated Articles of Incorporation, as Amended
10.1 Cash Incentive Plan--incorporated by reference to Appendix
B to the Company's Definitive Proxy Statement filed with
the United States Securities and Exchange Commission on
April 20, 2007