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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): September 16, 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 September 16, 2008, with the prior approval of the Board of
Directors, Buffalo Wild Wings, Inc. (the "Company") entered into an employment
agreement with each of Sally J. Smith, President and Chief Executive Officer;
Mary J. Twinem, Executive Vice President, Chief Financial Officer, and
Treasurer; James M. Schmidt, Executive Vice President, General Counsel, and
Secretary; Judith A. Shoulak, Senior Vice President, Operations; and Kathleen M.
Benning, Senior Vice President, Marketing and Brand Development. These
employment agreements amend and restate prior agreements with each executive
officer, effective immediately.
The employment agreements have an initial term expiring on the last day
of the Company's 2009 fiscal year and provide that the term will automatically
be extended for successive one-year periods, ending on the Company's current
fiscal year, unless either party gives written notice to the other at least four
(4) months prior to the expiration of the current term.
The employment agreements provide for severance for the executive in
the event that the Company terminates the executive's employment without Cause
(as defined in the agreement, which includes non-renewal by the Company of the
term) or the executive resigns with Good Reason (as defined in the agreement).
In such event, the executive is entitled to (a) continued base salary for 18
months, payable in accordance with the Company's regular payroll schedule, (b)
continued medical benefits for up to 18 months, provided the executive continues
to pay his or her share of the premiums, and (c) an amount equal to the cash
incentive payment that would otherwise be payable under the Company's annual
incentive program, prorated for the year of termination, based on actual
performance towards objectives or in the case of individual performance
objectives, based on 50% of the award amount allocated to such individual
objectives.
In the event that the Company terminates the executive's employment
without Cause or the executive resigns with Good Reason within one year
following a Change of Control (as defined in the agreement), the executive is
entitled to the same severance payments and benefits described above, except
that the payments of base salary must be paid to the executive in a single lump
sum no later than 2 1/2 months after the date of the termination of the
executive's employment.
The employment agreements also provide that, during employment and for
a period of 12 months following termination of employment with the Company, each
executive will not compete with the Company, will not solicit or hire employees
of the Company at a director level or above, and will not solicit or interfere
with any customer, supplier, franchisee, or other business contacts of the
Company.
In accordance with the terms of the employment agreements, the Company
and each executive also entered into an amendment to restricted stock unit
awards originally granted on December 26, 2005 and January 1, 2007. The
amendments substantially conform the accelerated vesting terms to the terms
included in the restricted stock unit awards made by the Company in 2008.
Specifically, each amendment provides for accelerated vesting in connection with
certain triggering events of the portion of the restricted stock unit award that
was otherwise scheduled to vest (if a specified Company earnings goal was
achieved) at the end of the fiscal year in which the triggering event occurred.
The triggering events are (a) the termination of the executive's employment due
to death or disability, (b) pending a Change in Control (as defined in the
amendment), the Administrator of the Company's 2003 Equity Incentive Plan
determines that the restricted stock unit award will not be continued, assumed,
or replaced in connection with the Change in Control, or (c) the Company
terminates the executive for reasons other than Cause (as defined in the
amendment) or the executive resigns for Good Reason (as defined in the
amendment) within one year following a Change of Control if the restricted stock
unit award has been continued, assumed, or replaced in connection with the
Change in Control.
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Copies of the Amended and Restated Employment Agreements are attached
hereto as Exhibits 10.1 through 10.5 and are incorporated in this Report as if
fully set forth herein. A form of an Amendment to Notice of Restricted Stock
Unit Awards is attached hereto as Exhibit 10.6 and is incorporated in this
Report as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
10.1 Employment Agreement dated September 16, 2008 with
Sally J. Smith
10.2 Employment Agreement dated September 16, 2008 with
Mary J. Twinem
10.3 Employment Agreement dated September 16, 2008 with
James M. Schmidt
10.4 Employment Agreement dated September 16, 2008 with
Judith A. Shoulak
10.5 Employment Agreement dated September 16, 2008 with
Kathleen M. Benning
10.6 Form of Amendment to Notice of Restricted Stock Unit
Award Relating to Awards in Fiscal Years 2006 and
2007 to Executive Officers
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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: September 22, 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.:
September 16, 2008 000-24743
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EXHIBIT
NO. ITEM
10.1 Employment Agreement dated September 16, 2008 with Sally J. Smith
10.2 Employment Agreement dated September 16, 2008 with Mary J. Twinem
10.3 Employment Agreement dated September 16, 2008 with James M.
Schmidt
10.4 Employment Agreement dated September 16, 2008 with Judith A.
Shoulak
10.5 Employment Agreement dated September 16, 2008 with Kathleen M.
Benning
10.6 Form of Amendment to Notice of Restricted Stock Unit Award
Relating to Awards in Fiscal Years 2006 and 2007 to Executive
Officers
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