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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 15, 2008
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.)
5500 Wayzata Boulevard, Suite 1600
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 15, 2008, the shareholders of Buffalo Wild Wings, Inc. (the
"Company") approved the amendment and restatement of the Company's 2003 Equity
Incentive Plan (the "EIP") to (i) increase the shares of Common Stock reserved
under the EIP for stock options and restricted stock and restricted stock unit
awards from 2,900,000 to 3,900,000, (ii) revise certain sections to implement
certain equity compensation "best practices" and facilitate administration of
the EIP, and (iii) obtain renewed shareholder approval of specified performance
objectives and the ten-year period during which incentive stock options may be
awarded for purposes of Sections 162(m) and 422, respectively, of the Internal
Revenue Code. Such revisions include the following: (i) providing that the
reserved share pool under the EIP shall be reduced by 1.5 shares for every share
subject to awards of restricted stock and restricted stock units granted under
the EIP; (ii) prohibiting the repricing of stock options without shareholder
approval; (iii) limiting to 100,000 the aggregate number of shares subject to
option awards granted to any one participant during a fiscal year; (iv) limiting
the Compensation Committee's discretion to accelerate vesting of awards to
situations involving a change of control, death, disability, or retirement; (v)
requiring minimum vesting periods for restricted stock and restricted stock unit
awards, subject to certain exceptions; (vi) requiring that the exercise price of
nonqualified stock options be not less than 100% of fair market value of a share
of our Common Stock on the date of grant; (vii) including a broader range of
events giving rise to anti-dilution adjustments; (viii) including a change in
control definition consistent with that used in connection with other
compensation arrangements we provide; (ix) specifically permitting
broker-assisted cashless exercises if permitted by the Compensation Committee;
(x) allowing the Compensation Committee to delegate administrative authority to
others for granting awards to persons other than executive officers and
directors; and (xi) other immaterial administrative changes. The amended and
restated EIP is attached hereto as Exhibit 10.1 and is incorporated in this
Report as if fully set forth herein.
On May 15, 2008, the Company's Board of Directors approved the
amendment and restatement of the Company's deferred compensation plan (the
"Amended and Restated Deferred Compensation Plan"), in which our executive
officers participate. The Amended and Restated Deferred Compensation Plan
permits contributions by individual participants of up to 100% of their base
salary and non-equity incentive compensation, which contributions will be held
in a trust. Copies of the amended and restated deferred compensation plan and
adoption agreement are attached hereto as Exhibits 10.2 and 10.3, respectively,
and are incorporated in this Report as if fully set forth herein.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
10.1 2003 Equity Incentive Plan, as Amended and Restated on
May 15, 2008
10.2 The Executive Nonqualified Excess Plan as of May 15, 2008
10.3 The Executive Nonqualified Excess Plan Adoption Agreement
as of May 15, 2008
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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 21, 2008
BUFFALO WILD WINGS, INC.
By /s/ James M. Schmidt
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James M. Schmidt, Executive Vice
President, General Counsel, and Secretary
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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 15, 2008 000-24743
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BUFFALO WILD WINGS, INC.
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EXHIBIT NO. ITEM
10.1 2003 Equity Incentive Plan, as Amended and Restated on
May 15, 2008
10.2 The Executive Nonqualified Excess Plan as of May 15, 2008
10.3 The Executive Nonqualified Excess Plan Adoption Agreement
as of May 15, 2008
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