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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): December 4, 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 December 4, 2008, the Board of Directors of Buffalo Wild Wings, Inc.
(the "Company") approved Amendment No. 1 to the Company's 2003 Equity Incentive
Plan (the "EIP") to permit the deferral of the payout of restricted stock and
restricted stock units in the Company's Amended and Restated Deferred
Compensation Plan by participants, including executive officers and directors.
In addition, the Board approved amendments to restricted stock units granted for
fiscal years 2007 and 2008 to permit deferral of the payout of the unvested
portion of restricted stock units by the named executive officers for whom
compensation disclosure was set forth in the 2008 proxy statement (referred to
as "Named Officers"). The Board authorized James M. Schmidt, Executive Vice
President and General Counsel, to finalize amendments to such restricted stock
units to permit deferral of the payout if desired. In addition, Mr. Schmidt was
authorized to finalize changes to the current form of restricted stock unit
agreement to be used for grants beginning in fiscal year 2009 to permit deferral
if desired. Amendment No. 1 to the EIP is attached hereto as Exhibit 10.1 and is
incorporated in this Report as if fully set forth herein.
On December 4, 2008, pursuant to a recommendation by the Compensation
Committee, the Board of Directors adopted the 2009 program under the previously
adopted Cash Incentive Plan (the "Plan") for the Named Officers, other than the
Chief Executive Officer. A 2009 program for the Chief Executive Officer will be
adopted at a later date. The Plan is designed to provide an annual incentive to
executive officers based on the achievement of certain financial objectives, as
well as individual personal objectives. The financial objectives are set
annually by our Board of Directors. Payments under the 2009 program for
achievement of Company financial objectives are based on the following: revenue,
net income, same-store sales increases, increase in the number of Company
locations, and increase in the number of franchise locations.
The Chief Financial Officer and Executive Vice President, General
Counsel may receive cash incentive payments of up to 108% of their base salary
for the Company achieving financial objectives and up to an additional 20% of
base salary on a discretionary basis for individual performance as determined in
the discretion of our Board of Directors. Other executive officers may receive
cash incentive payments of up to 76.2% of base salary for achieving financial
objectives and up to an additional 15% of base salary for individual
performance. The level of the cash incentive amount payable based on Company
financial objectives varies depending upon the percentage of the objective that
we achieve. If a certain minimum percentage for a Company financial objective is
not achieved, no payment is paid for that objective.
In addition, on December 4, 2008, pursuant to a recommendation by the
Compensation Committee, the Board of Directors approved 2009 base salaries for
the Company's executive officers, including the Named Officers. The 2009 base
salaries for the Named Officers are as follows:
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Executive Officer and Title 2009 Base Annual Salary
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Sally J. Smith $560,000
Chief Executive Officer and President
Mary J. Twinem $350,000
Executive Vice President, Chief
Financial Officer and Treasurer
James M. Schmidt $295,000
Executive Vice President,
General Counsel and Secretary
Judith A. Shoulak $295,000
Senior Vice President, Operations
Kathleen M. Benning $252,000
Senior Vice President, Marketing and
Brand Development
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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: December 10, 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.:
December 4, 2008 000-24743
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BUFFALO WILD WINGS, INC.
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EXHIBIT NO. ITEM
10.1 Amendment No. 1 to 2003 Equity Incentive Plan
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