UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
Buffalo Wild Wings, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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BUFFALO WILD WINGS, INC.
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SUPPLEMENT
TO
NOTICE OF AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held
May 15, 2008
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TO THE SHAREHOLDERS OF BUFFALO WILD WINGS, INC.:
Subsequent to printing the enclosed Notice of Annual Meeting and Proxy
Statement, Kenneth H. Dahlberg retired from our Board, effective as of April 11,
2008; therefore, we are providing this Supplement to update information in the
Notice and Proxy Statement.
The Notice of Annual Meeting is amended to change Proposal #1 to read
"To set the number of members of the Board of Directors at seven (7)."
The Proxy Statement is amended to delete all references to Mr. Dahlberg
being a current director and a current member of the Governance/Nominating
Committee. Proposals #1 and #2 set forth in the Proxy Statement are amended to
change the number of director nominees to seven (7) and to delete Mr. Dahlberg
as a nominee. The Principal Shareholders and Management Shareholdings table in
the Proxy Statement is amended to show that the current executive officers and
directors as a group (13 individuals) beneficially own 543,700 shares, or 3.0%
of our outstanding shares.
This Supplement is being mailed with the definitive Notice and Proxy
Statement, along with a revised proxy card. Whether or not you plan to attend
the 2008 Annual Meeting, please sign, date, and mail the enclosed form of Proxy
in the return envelope provided as soon as possible. The Proxy is revocable and
will not affect your right to vote in person in the event you attend the
meeting. The prompt return of proxies will help us avoid the unnecessary expense
of further requests for proxies.
Sincerely,
/s/ Sally J. Smith
Sally J. Smith
Dated: April 17, 2008 President and Chief Executive Officer
Minneapolis, Minnesota
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Buffalo Wild Wings, Inc.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 15, 2008, 9:00 a.m. Central Daylight Time
Buffalo Wild Wings, Inc.
5500 Wayzata Boulevard, Suite 1600
Minneapolis, Minnesota
The undersigned appoints Sally J. Smith and Mary J. Twinem, and each of
them, as proxies, each with the power to appoint her substitute, and authorizes
each of them to represent and to vote, as designated on the reverse hereof, all
of the shares of common stock of Buffalo Wild Wings, Inc. held of record by the
undersigned at the close of business on March 24, 2008 at the Annual Meeting of
Shareholders of Buffalo Wild Wings, Inc. to be held on May 15, 2008 or at any
adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
Buffalo Wild Wings, Inc.
5500 Wayzata Boulevard, Suite 1600
Minneapolis, Minnesota 55416
To Vote Your Proxy
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Mark, sign and date your proxy card, detach it and return it in the postage-paid
envelope provided.
- FOLD AND DETACH HERE AND READ THE REVERSE SIDE -
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PROXY - BUFFALO WILD WINGS, INC.
This proxy will be voted as directed, or if no direction is indicated, will be
voted "for" the proposals. This proxy is solicited on behalf of the board of
directors.
Please mark your votes like this [X]
1. Set the number of Directors at seven (7)
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of Directors:
[ ] FOR [ ] WITHHOLD AUTHORITY
INSTRUCTION: (To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below)
Sally J. Smith, Dale M. Applequist, Robert W. MacDonald, Warren E. Mack, J.
Oliver Maggard, Michael P. Johnson, James M. Damian
3. Approve amendment and restatement of 2003 equity incentive plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approve an amendment to articles of incorporation to increase common
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. Ratify appointment of KPMG LLP
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting
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Signature Signature Date
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NOTE: Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.