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.__)

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|_| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss.240.14a-12

Buffalo Wild Wings, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BUFFALO WILD WINGS, INC.
-------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held
May 21, 2009
-------------------

TO THE SHAREHOLDERS OF BUFFALO WILD WINGS, INC.:

Our 2009 Annual Meeting of Shareholders will be held at The Doubletree
Hotel Minneapolis-Park Place, 1500 Park Place Boulevard., Minneapolis, Minnesota
55416, at 9:00 a.m. Central Daylight Time on Thursday, May 21, 2009, for the
following purposes:

1. To set the number of members of the Board of Directors at seven (7).

2. To elect members of the Board of Directors.

3. To ratify the appointment of our independent registered public
accounting firm for fiscal year ending December 27, 2009.

4 To consider and vote on a shareholder proposal described in the
attached proxy statement, if it is properly presented at the meeting.

5. To take action on any other business that may properly come before the
meeting or any adjournment thereof.

Accompanying this Notice of Annual Meeting is a Proxy Statement, form of
Proxy, and our Annual Report on Form 10-K for the year ended December 28, 2008.

Only shareholders of record as shown on our books at the close of business
on March 30, 2009 will be entitled to vote at our 2009 Annual Meeting or any
adjournment thereof. Each shareholder is entitled to one vote per share on all
matters to be voted on at the meeting.

You are cordially invited to attend the 2009 Annual Meeting. Whether or not
you plan to attend the 2009 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.

Important Notice Regarding the Availability of Proxy Materials
for the Meeting of Shareholders to be Held on May 21, 2009:
The Notice, Proxy Statement, Form of Proxy Card and Annual Report
on Form 10-K are available at:
www.idelivercommunications.com\proxy\bwld

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Sally J. Smith
------------------
Sally J. Smith
Dated: April __, 2009 President and Chief Executive Officer
Minneapolis, Minnesota

BUFFALO WILD WINGS, INC.
------------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held
May 21, 2009
-------------------

The accompanying Proxy is solicited by the Board of Directors for use at
the Buffalo Wild Wings, Inc. 2009 Annual Meeting of Shareholders to be held on
Thursday, May 21, 2009, at the location and for the purposes set forth in the
Notice of Annual Meeting, and at any adjournment thereof. Buffalo Wild Wings,
Inc. is referred to in this document as "we," "us," "our," and the "company."

The cost of soliciting proxies, including the preparation, assembly, and
mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to the beneficial owners of stock, will be borne by us.
Our directors, officers, and regular employees may, without compensation other
than their regular remuneration, solicit proxies personally or by telephone.

Any shareholder giving a Proxy may revoke it any time prior to its use at
the 2009 Annual Meeting by giving written notice of such revocation to the
Secretary or any one of our other officers or by filing a later dated written
Proxy with one of our officers. Personal attendance at the 2009 Annual Meeting
is not, by itself, sufficient to revoke a Proxy unless written notice of the
revocation or a later dated Proxy is delivered to an officer before the revoked
or superseded Proxy is used at the 2009 Annual Meeting. Proxies will be voted as
directed therein. Proxies which are signed by shareholders, but which lack
specific instruction with respect to any proposal, will be voted in favor of the
number and slate of directors proposed by the Board of Directors and listed
herein, and for the ratification of our independent registered accounting firm
and against the shareholder proposal.

The presence at the Annual Meeting in person or by proxy of the holders of
a majority of our outstanding shares of Common Stock entitled to vote shall
constitute a quorum for the transaction of business. If a broker returns a
"non-vote" proxy, indicating a lack of voting instructions by the beneficial
holder of the shares and a lack of discretionary authority on the part of the
broker to vote on a particular matter, then the shares covered by such non-vote
shall be deemed present at the meeting for purposes of determining a quorum but
shall not be deemed to be represented at the meeting for purposes of calculating
the vote required for approval of such matter. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. An abstention as to any
proposal will therefore have the same effect as a vote against the proposal.

The mailing address of the principal executive office of Buffalo Wild Wings
is 5500 Wayzata Boulevard, Suite 1600, Minneapolis, Minnesota 55416. We expect
that this Proxy Statement, the related Proxy, and Notice of Annual Meeting will
first be mailed to shareholders on or about April ___, 2009.

Important Notice Regarding the Availability of Proxy Materials
for the Meeting of Shareholders to be Held on May 21, 2009:
The Notice, Proxy Statement, Form of Proxy Card and Annual Report on
Form 10-K are available at:
www.idelivercommunications.com\proxy\bwld

OUTSTANDING SHARES AND VOTING RIGHTS

Our Board of Directors has fixed March 30, 2009 as the record date for
determining shareholders entitled to vote at the 2009 Annual Meeting. Persons
who were not shareholders on such date will not be allowed to vote at the 2009
Annual Meeting. At the close of business on the record date, there were
17,979,860 shares of our Common Stock issued and outstanding. The Common Stock
is our only outstanding class of capital stock. Each share of Common Stock is
entitled to one vote on each matter to be voted upon at the 2009 Annual Meeting.
Holders of Common Stock are not entitled to cumulative voting rights. All
references to shares and stock prices in this proxy statement have been adjusted
as applicable to reflect our 2-for-1 stock split on June 15, 2007.

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS

The following table provides information as of the record date concerning
the beneficial ownership of our Common Stock by (i) the named executive officers
in the Summary Compensation Table, (ii) each of our directors, (iii) the persons
known by us to own more than 5% of our outstanding Common Stock, and (iv) all
current directors and executive officers as a group. Except as otherwise
indicated, the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock owned by them.

Number of Shares Percent
Name or Identity of Group Beneficially Owned(1) of Class (1)
------------------------- --------------------- ------------

Sally J. Smith(2) 153,061 *

Mary J. Twinem(3) 96,156 *

James M. Schmidt(4) 44,290 *

Judith A. Shoulak(5) 28,793 *

Kathleen M. Benning(6) 55,352 *

Dale M. Applequist 10,849 *

Robert W. MacDonald 4,593 *

Warren E. Mack(7) 54,575 *

J. Oliver Maggard(8) 9,151 *

Michael P. Johnson 7,697 *

James M. Damian 4,450 *

All Current Executive Officers and
Directors as a Group (13 Individuals)(9) 478,505 2.7%

- ---------------------
*Less than 1% of the outstanding shares of Common Stock.

(1) Under the rules of the SEC, shares not actually outstanding are deemed to
be beneficially owned by an individual if such individual has the right to
acquire the shares within 60 days. Pursuant to such SEC Rules, shares
deemed beneficially owned by virtue of an individual's right to acquire
them are also treated as outstanding when calculating the percent of the
class owned by such individual and when determining the percent owned by
any group in which the individual is included.
(2) Includes 400 shares held by Ms. Smith's daughter and 23,741 shares which
may be purchased by Ms. Smith upon exercise of currently exercisable
options.
(3) Includes 1,996 shares that may be purchased by Ms. Twinem upon exercise of
currently exercisable options.
(4) Includes 8,408 shares that may be purchased by Mr. Schmidt upon exercise of
currently exercisable options.
(5) Includes 10,237 shares that may be purchased by Ms. Shoulak upon exercise
of currently exercisable options.
(6) Includes 121 shares held by Ms. Benning's son and 10,358 shares that may be
purchased by Ms. Benning upon exercise of currently exercisable options.
(7) Includes 4,502 shares that may be purchased by Mr. Mack upon exercise of
currently exercisable options.
(8) Includes 4,502 shares that may be purchased by Mr. Maggard upon exercise of
currently exercisable options.
(9) Includes 65,984 shares that may be purchased by current executive officers
and directors upon exercise of currently exercisable options. See above
footnotes for shares held indirectly.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the only persons known by us to own more
than 5% of our outstanding Common Stock.

Number of Shares Percent
Name and Address of 5% Owner Beneficially Owned of Class
---------------------------- ------------------ --------

FMR, LLC(1) 2,672,124 14.9%

Barclays Global Investors, NA(2) 1,139,421 6.3%

- ---------------------
(1) According to a Schedule 13G filed with the Securities and Exchange
Commission on February 17, 2009 by FMR, LLC ("FMR"), FMR, through its
subsidiaries, beneficially owns the shares and has sole dispositive power
over all of the shares and no power to vote the shares. Fidelity Management
& Research Company ("Fidelity Management"), a wholly-owned subsidiary of
FMR, beneficially owns all of the shares as an investment adviser to
various investment companies (the "Funds"). One of the Funds, Fidelity
Growth Company Fund ("Fidelity Growth"), owns 1,782,000 of the shares, or
9.9% of our outstanding shares. Edward C. Johnson 3d and FMR, through its
control of Fidelity Management, has the sole power to dispose of the shares
beneficially owned by the Funds. The Funds' Boards of Trustees have the
sole power to vote or direct the voting of such shares. Except as set forth
herein, neither FMR nor its subsidiaries have voting or dispositive power.
The address of FMR, Fidelity Management, Fidelity Growth, and Mr. Johnson
is 82 Devonshire Street, Boston, Massachusetts 02109.
(2) According to a Schedule 13G filed with the Securities and Exchange
Commission on February 5, 2009 by Barclays Global Investors, NA ("Barclays
Global"), Barclays Global Fund Advisors ("BG Fund"), Barclays Global
Investors, LTD ("BGI LTD"), Barclays Global Investors Japan Limited ("BGI
Japan"), Barclays Global Investors Canada Limited ("BGI Canada") Barclays
Global Investors Australia Limited ("BGI Australia"), and Barclays Global
Investors (Deutschland) AG ("BGI Germany") (collectively referred to as
"Barclays"), Barclays beneficially owns the shares. Barclays Global has
sole voting power over 335,322 of the shares and sole dispositive power
over 363,575 of the shares; BG Fund has sole dispositive power over 763,829
of the shares and sole voting power over 560,905 of the shares; and BGI LTD
has sole dispositive power over 12,017 of the shares and sole voting power
over 625 of the shares. BGI Japan, BGI Canada, BGI Australia, and BGI
Germany do not have any dispositive or voting power over the shares. The
address for Barclays and BG Fund is 400 Howard Street, San Francisco,
California 94105; the address for BGI LTD is Murray House, 1 Royal Mint
Court, London, EC3N 4HH, England; the address for BGI Japan is Ebisu Prime
Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo, 150-8402, Japan;
the address for BGI Canada is Brookfield Place, 161 Bay Street, Suite 2500,
PO Box 614, Toronto, Canada, Ontario M5J 2S1; the address for BGI Australia
is Level 43, Grosvenor Place, 225 George Street, PO Box N43, Sydney,
Australia NSW 1220; and the address for BGI Germany is Apianstrasse 6,
D-85774 Unterfohring, Germany.

CORPORATE GOVERNANCE

Our business affairs are conducted under the direction of the Board of
Directors in accordance with the Minnesota Business Corporation Act and our
Articles of Incorporation and Bylaws. Members of the Board of Directors are
informed of our business by discussing matters with management, reviewing
materials provided to them, and participating in meetings of the Board of
Directors and its committees. The corporate governance practices that we follow
are summarized below.

Independence

The Board has determined that a majority of its members are "independent"
as defined by the listing standards of The Nasdaq Stock Market. The independent
directors serving on the Board during fiscal year 2008 were Dale M. Applequist,
Robert W. MacDonald, Warren E. Mack, J. Oliver Maggard, Michael P. Johnson,
James M. Damian, and Kenneth H. Dahlberg, who served until his retirement on
April 11, 2008. The Board considered the fact that Mr. Mack is an attorney with
Fredrikson & Byron, which provides legal services to us. It was determined that
this relationship does not adversely affect Mr. Mack's independence on our
Board.

Code of Ethics & Business Conduct

The Board has approved a Code of Ethics & Business Conduct, which applies
to all of our employees, directors, and officers, and also a Code of Ethics
("Executive Code of Ethics"), which applies to our principal executive officer,
principal financial officer, principal accounting officer, controller, executive
and senior vice presidents, and vice presidents. The Codes address such topics
as protection and proper use of our assets, compliance with applicable laws and
regulations, accuracy and preservation of records, accounting and financial
reporting, conflicts of interest, and insider trading. The Codes are available
free of charge on our website at www.buffalowildwings.com and are available in
print to any shareholder who sends a request for a paper copy to Buffalo Wild
Wings, Inc., Attn. Investor Relations, 5500 Wayzata Boulevard, Suite 1600,
Minneapolis, Minnesota 55416. We intend to include on our website any amendment
to, or waiver from, a provision of our Executive Code of Ethics that applies to
our principal executive officer, principal financial officer, principal
accounting officer, or controller and relates to any element of the code of
ethics definition enumerated in Item 406(b) of Regulation S-K.

Meeting Attendance

Board and Committee Meetings. During fiscal 2008, the Board held five (5)
meetings. Each director attended at least 75% of the meetings of the Board and
the committees on which such director served.

Annual Meeting of Shareholders. Our policy is that all directors are
expected to attend our annual meetings of shareholders. If a director is unable
to attend an annual meeting, the director must send a written notice to our
Secretary at least one week prior to the meeting. All of the directors serving
on our Board at the time attended our 2008 annual meeting of shareholders.

Executive Sessions of the Board

An executive session of independent directors is generally held at the time
of each regular Board meeting.

Committees of the Board

Our Board of Directors has established the following committees: Audit
Committee, Compensation Committee, Governance Committee, Executive Committee,
and Compliance Committee.

Audit Committee. The current members of the Audit Committee, all of whom
satisfy the definition of "independence" for audit committee members as set
forth in applicable Nasdaq listing standards, are J. Oliver Maggard, Chair,
Robert W. MacDonald, and Michael P. Johnson. The Audit Committee reviews, in
consultation with our independent registered public accounting firm, our
financial statements, accounting and other policies, accounting systems,
internal audit reports, and the adequacy of internal controls for compliance
with corporate policies and directives. The Audit Committee is responsible for
the engagement of our independent registered public accounting firm and reviews
other matters relating to our relationship with our independent registered
public accounting firm. The Audit Committee also oversees the administration of
our related party transactions policy, which is described in "Certain
Relationships and Related Transactions" on page 25. The Board has determined
that J. Oliver Maggard is the "audit committee financial expert" as defined by
Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended. We acknowledge that the
designation of Mr. Maggard as the audit committee financial expert does not
impose on Mr. Maggard any duties, obligations, or liability greater than the
duties, obligations, and liability imposed on Mr. Maggard as a member of the
Audit Committee and the Board of Directors in the absence of such designation or
identification. The "Report of Audit Committee" is included on page 26. The
Audit Committee held eleven (11) meetings during fiscal 2008.

Compensation Committee. The current members of the Compensation Committee
are Michael P. Johnson, Chair, Dale Applequist, J. Oliver Maggard, and James M.
Damian, with Mr. Damian joining the Committee in May 2008. All members of the
Compensation Committee are independent directors. The Compensation Committee
develops and administers compensation policies and plans and is responsible for
producing the "Compensation Committee Report," which is on page 17 of this Proxy
Statement. The Compensation Committee designs and oversees our compensation
programs for our Chief Executive Officer, Executive Vice Presidents, which
includes our Chief Financial Officer and General Counsel, and Senior Vice
Presidents, which includes all other executive officers. Our independent
directors are responsible for final approval of the Compensation Committee's
determination of the Chief Executive Officer's compensation. The full Board of
Directors is responsible for final approval of the Compensation Committee's
determinations for compensation of the other executive officers. The
Compensation Committee is vested with the same authority as the Board of
Directors with respect to the granting of awards and the administration of our
equity and non-equity plans. As part of its annual performance review of the
Chief Executive Officer, which is conducted in connection with determining the
Chief Executive Officer's base salary, the Compensation Committee may interview
other executive officers. In recommending base salaries for other executive
officers, the Compensation Committee takes into account salary recommendations
from the Chief Executive Officer, among other factors. In setting 2009
compensation, the Compensation Committee retained Don Delves at The Delves Group
as its compensation consultant. Mr. Delves is retained by and reports directly
to the Compensation Committee. The Compensation Committee consults with Mr.
Delves regarding the company's compensation plans, policies, and annual
programs, with Mr. Delves attending most of the Committee's meetings. Mr. Delves
has primarily assisted the Compensation Committee with review of equity
compensation trends. The Compensation Committee held six (6) meetings during
fiscal 2008.

Governance Committee. The current members of the Governance Committee are
Robert W. MacDonald, Chair, James M. Damian, and Dale Applequist. All members of
the Governance Committee are independent directors. The Committee, acting as a
nominating committee, screens and recommends to the Board of Director candidates
for nomination. The Committee also recommends to the Board the members of
various committees and addresses corporate governance matters. The policies of
the Governance Committee are described more fully in the "Governance Committee
Report" on page 7. The Governance Committee held five (5) meetings during fiscal
2008.

Executive Committee. The members of the Executive Committee are Warren E.
Mack, Chair, Sally J. Smith, J. Oliver Maggard, and Dale M. Applequist. During
the intervals between meetings of the Board of Directors, the Executive
Committee has all the powers of the Board in the management of our business,
properties and affairs, including any authority to take action provided in our
Bylaws to be taken by the Board, subject to applicable laws. The Executive
Committee, however, is not authorized to fill vacancies of the Board or its
committees, declare any dividend or distribution or take any action which,
pursuant to the Bylaws, is required to be taken by a vote of a specified portion
of the whole Board. The Executive Committee held one (1) meeting during fiscal
2008.

Compliance Committee. On December 4, 2008, to comply with Nevada gaming
laws, the Board formed a Compliance Committee, which is empowered to exercise
its best efforts to identify and evaluate situations arising in the course of
our business that may adversely affect the objectives of gaming control. The
Compliance Committee must have at least three members and must include a
director of the Company and at least one person who is familiar with gaming
regulatory laws and procedures and is independent of the Company. The three
members of the Compliance Committee are Warren E. Mack, our Executive Vice
President/General Counsel and Secretary, and an outside independent member. Our
Compliance Committee reports to our Board and advises our Board if any
activities are inappropriate, after investigation. It may use any of our
resources and use whatever means it deems appropriate in conducting any such
investigation. The Compliance Committee did not meet in fiscal 2008.

Communications with the Board

Shareholders may communicate directly with the Board of Directors. All
communications should be directed to our Corporate Secretary at the address
below and should prominently indicate on the outside of the envelope that it is
intended for the Board of Directors or for non-management directors. If no
specific director is named, the communication will be forwarded to the entire
Board. The communication will not be opened before being forwarded to the
intended recipient, but it will go through normal security procedures.
Shareholder communications to the Board should be sent to:

James M. Schmidt, Executive VP, General Counsel and Secretary
Buffalo Wild Wings, Inc.
5500 Wayzata Boulevard, Suite 1600
Minneapolis, MN 55416

Compensation to Non-Employee Directors

Cash Compensation. In addition to being reimbursed for out-of-pocket
expenses incurred while attending Board or committee meetings, the non-employee
directors received the following annual cash compensation in 2008, which fees
remain the same for 2009. The fees are paid quarterly.

$20,000 Board (non-chair) members
$40,000 Board chair
$8,000 Non-chair members of Audit, Compensation, Governance and
Compliance Committees
$4,000 Non-chair members of Executive Committee
$16,000 Chairs of Audit and Compensation Committees
$10,000 Chair of Governance Committee
$5,000 Chair of Executive Committee

Equity Compensation. The non-employee directors are entitled to an annual
grant of fully-vested restricted stock units for the number of shares equal to
$60,000 divided by the stock price on the date of grant. In 2008, each of our
outside directors received restricted stock units for 2,593 shares, which shares
were issued to the directors on December 31, 2007, the first day of our 2008
fiscal year. In 2009, the annual grants will be made immediately following the
election of directors at the annual shareholders' meeting. Upon the initial
election of a non-employee director on a subsequent date, such director would be
entitled to receive the foregoing grant on a pro rata basis.

Deferred Compensation. In 2008, our Deferred Compensation Plan was amended
to permit the directors to defer up to 100% of compensation, including fees and
restricted stock grants. Currently, no director has elected to defer any portion
of compensation.

Director Compensation Table. The table below summarizes the compensation
paid by us to our non-employee directors during fiscal year 2008.

Fees Earned or
Paid in Cash Stock Awards Total
Name ($)(1) ($)(2)(3)(4) ($)
---------------------------------------------------------------
Dale M. Applequist $40,000 $73,342 $113,342
Robert W. MacDonald $37,500 $66,650 $104,150
Warren E. Mack $30,000 $73,342 $103,342
J. Oliver Maggard $48,000 $73,342 $121,342
Michael P. Johnson $40,000 $72,306 $112,306
James M. Damian $51,000 $70,797 $121,797
Kenneth H. Dahlberg $7,500 $60,000 $67,500

------------------
(1) The amounts consist of the cash fees paid to the non-employee
directors as described in "Cash Compensation" above.

(3) As noted in footnote (2) above, the amount shown in the table above
reflects the amounts recognized for financial reporting purposes. The
following table in this footnote represents the grant date fair value
of awards of restricted stock units to the directors in fiscal year
2008.

Equity Grants to Directors in Fiscal Year 2008
-----------------------------------------------------------------------------
Restricted Stock Grant Date Fair
Name Grant Date Unit Awards(a) Value of Awards
-----------------------------------------------------------------------------
Dale M. Applequist 12/31/07 2,593 $60,000
Robert W. MacDonald 12/31/07 2,593 $60,000
Warren E. Mack 12/31/07 2,593 $60,000
J. Oliver Maggard 12/31/07 2,593 $60,000
Michael P. Johnson 12/31/07 2,593 $60,000
James M. Damian 12/31/07 2,593 $60,000
Kenneth H. Dahlberg 12/31/07 2,593 $60,000

-------------------
(a) The per unit share price of the restricted stock unit awards granted
on December 31, 2007 was $23.14 on the date of grant. The awards were
granted to each director on December 31, 2007 and vested immediately.

(4) As of December 28, 2008, the following outstanding equity awards were
held by current and former non-employee directors.

Restricted Stock Units
Stock Options ---------------------------
Name (Fully Vested) Unvested(a) Vested(b)
------------------------------------------------------------------------
Dale M. Applequist 0 252 646
Robert W. MacDonald 0 0 0
Warren E. Mack 4,502 252 646
J. Oliver Maggard 4,502 252 646
Michael P. Johnson 0 252 552
James M. Damian 0 252 450
Kenneth H. Dahlberg (c) 0 0 0

----------------------
(a) See vesting terms set forth in "Equity Compensation" above.
(b) Shares were issued to directors on March 5, 2009 upon achievement of
performance targets for the 2008 fiscal year.
(c) All outstanding restricted stock units held by Mr. Dahlberg were
cancelled upon his retirement on April 11, 2008.

GOVERNANCE COMMITTEE REPORT

The Governance Committee is comprised of independent directors. In
accordance with its written charter, as well as the principles of corporate
governance adopted by the Board of Directors, the Governance Committee assists
the Board of Directors with fulfilling its responsibilities regarding any
matters relating to corporate governance, including selection of candidates for
our Board of Directors. Its duties include oversight of the principles of
corporate governance by which Buffalo Wild Wings and the Board are governed, the
codes of ethical conduct and legal compliance by which Buffalo Wild Wings and
its directors, executive officers, employees, and agents are governed; policies
for evaluation of the Board and the chairperson; policies for election and
reelection of Board members; and policies for succession planning for the Chief
Executive Officer, Board chairperson, and other Board leaders. In addition, the
Committee is responsible for annually reviewing the composition of the Board,
focusing on the governance and business needs and requirements of Buffalo Wild
Wings; screening of Board member candidates and recommending nominees to the
Board; evaluating the performance of Board members; and recommending the
reelection of Board members who are performing effectively and who continue to
provide a competency needed on the Board. Our principles of corporate governance
provide that there should be at least seven directors on the Board, with a
majority being independent.

The Governance Committee will consider candidates for nomination as a
director recommended by shareholders, directors, third-party search firms, and
other sources. In evaluating director nominees, a candidate should have certain
minimum qualifications, including being able to read and understand basic
financial statements, being familiar with our business and industry, having high
standards of personal ethics and mature judgment, being able to work collegially
with others, and being willing to devote the necessary time and energy to
fulfilling the Board's responsibility of oversight of us. Independent directors
are encouraged to limit the number of other boards of for-profit companies on
which they serve, and management personnel are not permitted to serve on more
than one other board of a for-profit company. In addition, factors such as the
following may be considered:

o appropriate size and diversity of the Board;
o needs of the Board with respect to particular talent and experience;
o business and professional experience of nominee;
o familiarity with domestic and international business affairs;
o legal and regulatory requirements;
o appreciation of the relationship of our business to the changing needs
of society; and
o desire to balance the benefit of continuity with the periodic
injection of the fresh perspective provided by a new member.

Shareholders who wish to recommend one or more persons as a director
candidate must provide a written recommendation to our Secretary. Notice of a
recommendation must include the shareholder's name, address, and the number of
Buffalo Wild Wings shares owned, along with information with respect to the
person being recommended, i.e. name, age, business address, residence address,
current principal occupation, five-year employment history with employer names
and a description of each employer's business, the number of shares beneficially
owned by the prospective nominee, whether such person can read and understand
basic financial statements, and other board memberships, if any. The
recommendation must be accompanied by a written consent of the prospective
nominee to stand for election if nominated by the Board of Directors and to
serve if elected by the shareholders. We may require a nominee to furnish
additional information that may be needed to determine the eligibility of the
nominee.

Shareholders who wish to present a proposal at an annual meeting of
shareholders must provide a written notice to our Secretary at the address
below. For each proposal, the notice must include a brief description of the
matter to be brought before the meeting, the reasons to bring the matter before
the meeting, the shareholder's name, address, and number of shares owned, and
any material interest that the shareholder may have in the proposal. The
Secretary will forward the proposals and recommendations to the Governance
Committee. See "Shareholder Proposals" on page 28.

James M. Schmidt, Executive VP, General Counsel and Secretary
Buffalo Wild Wings, Inc.
5500 Wayzata Boulevard, Suite 1600
Minneapolis, MN 55416

A copy of the current Governance Committee Charter can be found on Buffalo
Wild Wings' website at www.buffalowildwings.com.

Members of the Governance Committee
Robert W. MacDonald, Chair
James M. Damian
Dale M. Applequist

ELECTION OF DIRECTORS
(Proposals #1 and #2)

Our Bylaws provide that the number of directors shall be the number set by
the shareholders. The Bylaws require that we have at least one director. In
accordance with our principles of corporate governance, which requires at least
seven directors, and the recommendations of the Governance Committee, the Board
set the number of directors at seven (7) and selected the persons listed below
as nominees to be elected at the Annual Meeting. Unless otherwise instructed,
the Proxies will be so voted.

Under applicable Minnesota law, approval of the proposal to set the number
of directors at seven requires the affirmative vote of the holders of a majority
of the voting power of the shares represented in person or by proxy at the
Annual Meeting with authority to vote on such matter, provided that such
majority must be greater than 25% of our outstanding shares. The election of the
nominees to the Board of Directors requires the affirmative vote of the holders
of a plurality of the voting power of the shares represented in person or by
proxy at the Annual Meeting with authority to vote on such matter.

In the absence of other instruction, the Proxies will be voted for each of
the individuals listed below. If elected, such individuals shall serve until the
next annual meeting of shareholders and until their successors are duly elected
and qualified. All of the nominees are members of the current Board of
Directors. If, prior to the 2009 Annual Meeting of Shareholders, it should
become known that any one of the following individuals will be unwilling or
unable to serve as a director after the 2009 Annual Meeting by reason of
resignation, death, incapacity, or other unexpected occurrence, the Proxies will
be voted for such substitute nominee(s) as is selected by the Board of
Directors. Alternatively, the Proxies may, at the Board's discretion, be voted
for such fewer number of nominees that may result from such resignation, death,
incapacity, or other unexpected occurrence. The Board of Directors has no reason
to believe that any of the following nominees will withdraw or be unable to
serve.

Position with Director
Name Age Buffalo Wild Wings Since
- ---- --- -------------------- -----

Sally J. Smith(4) 51 President, Chief Executive Officer and Director 1996

Dale M. Applequist(2)(3)(4) 61 Director 1997

Robert W. MacDonald(1)(2) 66 Director 2003

Warren E. Mack(4)(5) 64 Director 1994

J. Oliver Maggard(1)(3)(4) 54 Director 1999

Michael P. Johnson(1)(3) 61 Director 2006

James M. Damian(2)(3) 58 Chairman of the Board 2006

------------------
(1) Member of Audit Committee
(2) Member of Governance Committee
(3) Member of Compensation Committee
(4) Member of Executive Committee
(5) Member of Compliance Committee

Business Experience of the Director Nominees

Sally J. Smith has served as our Chief Executive Officer and President
since July 1996. She served as our Chief Financial Officer from 1994 to 1996.
Prior to joining Buffalo Wild Wings, she was the Chief Financial Officer of
Dahlberg, Inc., the manufacturer and franchisor of Miracle-Ear hearing aids,
from 1983 to 1994. Ms. Smith began her career with KPMG LLP, an international
accounting and auditing firm. Ms. Smith is a CPA. Ms. Smith serves on the boards
of the National Restaurant Association and Alerus Financial Corporation.

Dale M. Applequist served as President and Chief Executive Officer of Cash
Plus, Inc., an advertising agency that he co-founded, from 1978 to 1998. He also
was a partner and director of Campbell-Mithun Advertising, LLC from 1990 to
1998.

Robert W. MacDonald has been a principal of CTW Consulting, LLC, a business
consulting firm, since March 2002. Mr. MacDonald served as the Chief Executive
Officer and Chairman of Allianz Life Insurance Company of North America from
October 1999 to March 2002 and continued to serve as a director through December
2006. From 1987 to 1999, Mr. MacDonald served as Chairman and Chief Executive
Officer of LifeUSA Holding, Inc., an insurance holding company. Mr. MacDonald is
also a director of Windsor Financial Group, LLC.

Warren E. Mack has been an attorney with the law firm of Fredrikson &
Byron, P.A. since 1969, serving as its Chairman from 1999 to 2004, its President
from 1985 to 1997 and as a director from 1978 to 2004. Fredrikson & Byron, P.A.
provides legal services to us. Mr. Mack served as our Interim Chairman from
August 2007 to February 2008.

J. Oliver Maggard has served as Managing Partner of Caymus Partners LLC, an
investment banking firm, since October 2002. From January 1995 to October 2002,
Mr. Maggard was a Managing Director and Partner of Regent Capital Management
Corp., a private equity firm which he co-founded. Prior to founding Regent
Capital, Mr. Maggard held various positions with Bankers Trust Company, Kidder
Peabody & Company, Inc., Drexel Burnham Lambert Incorporated, and E.F. Hutton &
Co.

Michael P. Johnson has served as President and CEO of J & A Group, a small
business and management consulting company, since June 2008. In March 2008, Mr.
Johnson retired as Senior Vice President and Chief Administrative Officer of The
Williams Companies, Inc., a publicly-held natural gas producer, processor, and
transporter, having joined The Williams Companies in 1998. From 1991 to 1998,
Mr. Johnson served in various officer-level positions for Amoco Corporation,
most recently as Vice President of Human Resources. Mr. Johnson serves on the
Board of Directors of QuikTrip Corporation, CenterPoint Energy, Inc. and Patriot
Coal Corp. Mr. Johnson also serves on the boards of several charitable
organizations and foundations, including the Tiger Woods Foundation.

James M. Damian currently serves as Senior Vice President of Best Buy's
Experience Development Group. Mr. Damian joined Best Buy in 1998, prior to which
he held various positions with Howard Sant Partnerships, a London architectural
firm, Harvey Nichols, a London-based luxury retailer, B. Altman & Co., R. H.
Macy & Co., and Hindsgaul Mannequins Worldwide of Copenhagen, New York and
Paris. Mr. Damian was appointed to serve as the Chairman of our Board in
February 2008.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Buffalo Wild Wings is focused on profitable growth that builds shareholder
value. To accomplish this goal, we need to attract, motivate, retain, and fairly
reward executive talent with a total compensation plan, a significant portion of
which is paid based on performance. We do this with an overall compensation
program composed of three main elements: (1) base salaries; (2) cash incentive
compensation; and (3) equity incentive compensation in the form of awards of
performance-based restricted stock units and time-vested stock options. The
basic philosophy of this three-part compensation program is that the named
executives will earn more than their base salaries if performance goals are met
and be rewarded for increases in long-term sustained growth in company value.

Base salaries are set roughly in the middle of the market range for each
position after review of peer group information and other information provided
by a compensation consultant as discussed below under the heading "Guiding
Principles for Executive Compensation." The annual cash incentive provides an
opportunity to earn additional cash at a meaningful level based primarily on
achieving annual performance goals for the company. Equity incentive
compensation is paid in the form of restricted stock unit awards, which vest
upon the company achieving net income goals within a range over a three-year
period, as well as stock options, which vest equally over four years.

Our executive compensation program is administered by the Compensation
Committee of the Board of Directors. The Committee is composed of four
independent directors, each of whom satisfies the definition of "independence"
as set forth in the Nasdaq listing standards and the Compensation Committee
Charter, which is available on our website at www.buffalowildwings.com. Our
Compensation Committee designs and oversees our compensation programs for the
following group of officers, which includes the named executive officers: Chief
Executive Officer; Executive Vice Presidents, which includes our Chief Financial
Officer and General Counsel; and Senior Vice Presidents, which includes all
other executive officers. The company's independent directors are responsible
for final approval of the Compensation Committee's determination of the Chief
Executive Officer's compensation. The Compensation Committee has the
responsibility and authority to determine the compensation of the other
executive officers, but generally sets such compensation subject to final
approval by the full Board.

Compensation Consultant

The Compensation Committee has the authority to engage independent counsel
or other advisors to assist the Committee in determining compensation for the
executives. During 2008, the Compensation Committee retained Don Delves of The
Delves Group as its compensation consultant. Mr. Delves is retained by and
reports directly to the Compensation Committee and consults with the Committee
regarding our compensation plans, policies, and annual programs. Mr. Delves
attends the Committee's meetings. Mr. Delves does not provide consulting
services to the company.

Guiding Principles for Executive Compensation

The following principles influence and guide our compensation practices for
our executive officers:

1. We are a pay-for-performance company.

Both the annual cash incentive program and the equity incentive
program are directly linked to performance. Most of the cash incentive
program is linked to the achievement of annual company performance
targets. A smaller portion for each executive is based on achievement
of personal objectives. The equity incentive program provides for the
award of restricted stock units that vest upon achievement of annual
company net income goals that are established by the Board of
Directors and time-vested stock option grants.

2. Incentive compensation should reinforce our company's business
objectives and be balanced between short-term and long-term
performance.

Our annual cash incentive program is directly tied to achieving
profitable growth. Our 2006 and 2007 restricted stock unit programs
required three years of meeting our annual net income performance
targets to achieve full vesting of the units. Under our 2008
restricted stock program, the units vest based on achieving cumulative
net income goals during a three-year period. Stock options vest over a
four-year employment period and have value only to the extent that our
stock price appreciates.

3. Incentive compensation should align interests of executives with those
of shareholders.

We intend that our cash and equity incentive programs be aligned with
the shareholders' interests by rewarding executive officers for
achieving profitable growth and increasing the company's stock price.
The equity incentive program is further aligned with shareholders'
interests because it puts shares in the hands of our executive
officers.

4. Total compensation of executives should be market competitive to
attract and retain talent.

To attract the type of talent needed to achieve and maintain a
leadership position in our sector of the chain restaurant industry, we
believe that our base salaries should be at or above the median for
similar companies in our industry and contain a robust incentive
component to assure that executives are well compensated for superior
performance. When evaluating 2008 compensation, the Compensation
Committee recommended 2008 base salaries that were roughly near the
median of base salaries paid by peers. The Compensation Committee
periodically reviews and updates the peer group used in determining
compensation. For 2008, the Committee selected, in consultation with
Mr. Delves, a peer group of restaurant companies based on size,
revenues, growth rate, or sector of the restaurant industry, seeking a
balance between similarity to our company and diversity among those
selected. The peer group used in evaluating and setting 2008 executive
compensation consisted of the following: Benihana Inc., BJ's
Restaurants Inc., California Pizza Kitchen Inc., Chipotle Mexican
Grill Inc., Famous Dave's of America Inc., McCormick & Schmick's Inc.,
Panera Bread Co., PF Chang's China Bistro Inc., Red Robin Gourmet
Burgers Inc., Rubio's Restaurants Inc., Ruth's Chris Steak House Inc.,
Sonic Corp., and Texas Roadhouse Inc.

5. Total compensation should reflect position and responsibility, and
incentive compensation should be a greater part of total compensation
for more senior positions.

We believe that total compensation should generally increase with
position and responsibility and should be structured to avoid
disparities among employees with similar duties. As position and
responsibility increase, a greater percentage of total compensation
should be tied to our performance.

6. Tally sheets are a good tool for reviewing and setting compensation.

In 2008, our Compensation Committee continued its past practice of
reviewing compensation in tally-sheet format. These sheets reflect all
forms of compensation paid, including perquisites, calculations of
past accumulation of equity compensation and accrued benefits under
severance arrangements. Tally sheets allow the Compensation Committee
to evaluate the relationship of performance-based incentive
compensation to base salary and total compensation. Going forward, we
expect that the Compensation Committee will continue to use tally
sheets to evaluate the relationship of the total compensation paid by
the company to that paid by its peers.

7. Compensation decisions should primarily be driven by the principle of
rewarding performance rather than tangential considerations, such as
tax benefits or accounting policies.

The cash incentive and equity incentive plans, as well as the annual
programs adopted thereunder, are designed to comply with the
deductibility requirements of Section 162(m) of the Internal Revenue
Code; however, we establish total compensation programs that we
believe are most appropriate in light of compensation principles (as
identified above), regardless of the accounting or tax policies.

Stock Ownership Guidelines

While we do not have formal stock ownership guidelines for executive
offices, we believe that the executives should have an appropriate equity
interest in order to align management's interests with those of our
shareholders. We encourage executive officers to own stock by providing
opportunities for stock ownership through stock options, performance based
restricted stock units, and an Employee Stock Purchase Plan. Each of our
executive officers holds an appropriate amount of stock considering the length
of their employment.

New Employment Agreements

In 2008, the Committee undertook a comprehensive review of the employment
agreements entered into during 1999 or 2002 with each of the named executive
officers (the "Old Employment Agreements"). The purpose of the review was to
update the terms of such agreements and insure their compliance with Section
409A of the Internal Revenue Code, particularly the separation and change of
control provisions. The amended and restated employment agreements were
finalized and entered into on September 16, 2008 (the "New Employment
Agreements"). In connection with the New Employment Agreements, the Committee
also approved amendments involving change in control provisions to existing
restricted stock unit agreements with the named executive officers. The
separation and change of control provisions of the New Employment Agreements and
restricted stock unit agreements are described below, with a full description of
the terms of the New Employment Agreements set forth in "Employment Agreements"
under "Executive Compensation" on page 19.

Separation and Change in Control Arrangements

The named executive officers, in accordance with the terms of their
respective employment agreements and award agreements under equity compensation
plans, are eligible for benefits and payments upon certain terminations of
employment as described under "Potential Payments Upon Termination or Change in
Control" on page 22.

Separation Benefits. Severance payments for named executive officers have
been and continue to be triggered upon (i) the company's failure to renew an
employment agreement, (ii) the executive's resignation with good reason, or
(iii) the company's termination of executive's employment without cause. The Old
Employment Agreements provided for severance payments of base salary for 12
months for the Chief Executive Officer and Chief Financial Officer and for six
months for all other named executive officers. The New Employment Agreements
eliminate the disparity of treatment among the named executive officers and
provide for severance payments of base salary and medical benefits for 12 months
if the executive has been employed by the company for less than five years and
18 months if the executive has been employed by the company for 5 years or more.
Regardless of the length of the executive's length of service, the severance
arrangements in the New Employment Agreements also include payment of a
pro-rated annual cash incentive for the year of termination based on actual
performance against established goals. We believe that the severance
arrangements as modified are appropriate, given the service provided, the
additional time that may be required for higher-level employees to secure other
employment, and the benefit to the company of obtaining twelve-month non-compete
and non-solicitation commitments and a general release from each executive.

Change in Control Separation. If a named executive officer's employment is
terminated within one year after a change in control for any of the reasons set
forth above in "Separation Benefits," then in addition to the severance payments
described in previous paragraph, the exercisability of all of the executive's
outstanding stock options will be accelerated and any outstanding restricted
stock units scheduled to vest at the end of the year in which the termination
occurs will immediately vest. The Committee believes the use of a "double
trigger" arrangement, requiring both a change in control and a termination of
employment before accelerating vesting and exercisability, appropriately
addresses several goals. It reflects the value to the company of avoiding the
distraction and loss of key executives that may occur in connection with any
potential or actual change in control, without providing accelerated benefits to
executives who continue to enjoy employment after such a transaction. At the
same time, the arrangement is believed to be more attractive to acquiring
companies, who may place significant value on retaining members of the company's
executive team. Consistent with market practices, no tax gross-ups are provided.

Material Elements of the Executive Compensation Program

The material elements of our 2008 executive compensation program are:

Base salary
Annual cash incentive compensation
Equity incentive compensation in the form of restricted stock units
and stock options
Other benefits

The allocation of the compensation components for 2008 was approximately
27% base salary, 23% cash incentive compensation, and 50% equity incentive
compensation for the Chief Executive Officer and Executive Vice Presidents and
approximately 32% base salary, 20% cash incentive compensation, and 48% equity
incentive compensation for the Senior Vice Presidents.

Base Salary. Base salary is the foundation of the compensation program in
that most other major components of compensation are based on a relationship to
base salary. Base salaries, as well as other compensation, are determined by the
Compensation Committee using as its starting point competitive market
information. In accordance with current and prior employment agreements, base
salaries are reviewed annually, with the review occurring during the fourth
quarter with new salaries going into effect at the beginning of the next year.
The Compensation Committee requested that Mr. Delves gather data for similar
positions in the companies in the peer group, which information was reviewed in
preparation for setting base salaries. The base salary for the Chief Executive
Officer is determined by the Compensation Committee in executive session, with
final approval by the independent directors, taking into consideration the
results of a performance review, competitive market data, and the current level
of total compensation, as well as written feedback from other executive
officers. With respect to the other executive officers, the Compensation
Committee makes final recommendations to the Board of Directors for each person,
taking into account the salary recommendations from the Chief Executive Officer,
current level of total compensation, market median, individual contributions,
changes in position or responsibility, and internal pay equity considerations.

The table below shows base compensation levels for the 2008 named executive
officers for 2007, 2008 and 2009.

------------------------------------------------------------------------
Base Salaries
------------------------------------------------------------------------
2009 2008 2007
------------------------------------------------------------------------
Sally Smith $560,000 $535,000 $500,000
------------------------------------------------------------------------
Mary Twinem $350,000 $335,000 $315,000
------------------------------------------------------------------------
James Schmidt $295,000 $270,000 $235,000
------------------------------------------------------------------------
Judy Shoulak $295,000 $270,000 $255,000
------------------------------------------------------------------------
Kathy Benning $252,000 $243,000 $224,000
------------------------------------------------------------------------

Annual Cash Incentive Compensation. For 2008, we established an annual cash
incentive program for our Chief Executive Officer, Executive Vice Presidents,
and Senior Vice Presidents, the terms of which were similar to the cash
incentive program for 2007. The criteria for earning incentive compensation
under this program were the same for all executive officers, except that the
Chief Executive Officer and Executive Vice Presidents had an opportunity to earn
a larger percentage of base salary than the Senior Vice Presidents. The reason
for this larger opportunity is that the Compensation Committee believes that, as
position and responsibility increase, a greater percentage of total compensation
should be tied to company performance. The Compensation Committee selected and
weighted the specific elements of this program based on its judgment that these
were key factors in creating shareholder value.

The program rewards executives for overall company performance in the
following categories: revenue, including positive same-store sales overall for
the year and for each fiscal quarter; net income; and net increase in
system-wide locations. Because our business plan is confidential, we do not
publicly disclose specific annual internal revenue, net income or operating
objectives. Disclosing specific objectives would provide competitors and other
third parties with insights into our planning process and would thereby cause
competitive harm.

The program also allows for the opportunity to earn cash incentives for
achieving personal objectives. The Committee reviews personal objectives for
each executive when determining their personal cash incentive. The personal
objectives for Sally Smith, our Chief Executive Officer, are agreed on at the
beginning of each year between Ms. Smith and the Compensation Committee when the
Committee reviews her performance for the previous year. The personal objectives
for the remaining executive officers are agreed upon by the Chief Executive
Officer and the respective executive officers. The actual amount of cash
incentive payable upon achievement of personal objectives is determined in the
discretion of the Compensation Committee. A description of the annual cash
incentive program is set forth below in more detail.

The 2008 annual cash incentive program had the following key objective
performance criteria:

o Revenue: The revenue performance goal included a revenue target as
well as positive same-store sales targets for both company-owned and
franchised stores for the year and each fiscal quarter. If actual
revenue were less than 97% of the planned targets, no cash incentive
would be earned. As the actual revenue increased above 97% of planned
targets and same-store sales were positive, the percentage of base
salary that may be earned as a cash incentive increased. Achieving
revenue at 97% of planned targets and achieving positive same-store
sales for each of the four quarters of the year would entitle the
participants to a cash incentive equal to a percent of base salary, 5%
for the Chief Executive Officer and Executive Vice Presidents and 3.6%
for the Senior Vice Presidents. Achieving revenue at planned targets
and positive same-store sales, the cash incentive would be 30% of base
salary for the Chief Executive Officer and Executive Vice Presidents
and 21.6% of base salary for the Senior Vice Presidents. Based on
achieving revenue at 115% or more of the planned targets and positive
same-store sales, the maximum cash incentive payable is 60% of base
salary for the Chief Executive Officer and Executive Vice Presidents
and 43.2% for the Senior Vice Presidents.

o Net Income: If actual net income were less than 95% of the planned
target, no cash incentive would be earned. As actual net income
increased above 95% of the planned target, the percentage of base
salary earned as a cash incentive increased. If actual net income were
at 95% of planned target, the participants would be entitled to a cash
incentive equal to a percentage of base salary, 10% for the Chief
Executive Officer and Executive Vice Presidents and 7.2% for Senior
Vice Presidents. Achieving net income at the planned target, the cash
incentive would be 15% of base salary for the Chief Executive Officer
and Executive Vice Presidents and 10.8% of base salary for the Senior
Vice Presidents. Based on achieving net income at 120% or more of the
planned target, the maximum cash incentive payable would be 30% of
base salary for the Chief Executive Officer and Executive Vice
Presidents and 20% for the Senior Vice Presidents.

o Net Increase in System-Wide Locations: For the Chief Executive Officer
and Executive Vice Presidents, the cash incentive payable ranged from
3% to 18% of base salary based on the actual net increase in
system-wide locations, with 10% of base salary payable for achieving
the planned target. For the Senior Vice Presidents, the cash incentive
payable ranged from 2.2% to 13% of base salary based on the actual net
increase in system-wide locations, with 7.2% of base salary payable
for achieving the planned target.

In addition to the objective company performance goals identified above,
the participants had the opportunity to earn, based on personal objectives, a
cash incentive of up to 20% of base salary for the Chief Executive Officer and
Executive Vice Presidents and up to 15% for the Senior Vice Presidents. In 2008,
achievement of personal objectives caused the Chief Executive Officer to earn
20% and the Executive Vice Presidents to earn 15% of their base salaries.

Considering the company performance goals and personal objectives, the
Chief Executive Officer and Executive Vice Presidents had the opportunity to
earn from 23% to 128% of their respective base salaries under the 2008 annual
cash incentive program, and the Senior Vice Presidents had the opportunity to
earn from 17.2% to 91.2% of their respective base salaries under the 2008 annual
cash incentive program.

2008 Earned Cash Incentive Compensation. Each of the named executive
officers set forth below earned the following amounts of annual cash incentive
compensation based on 2008 performance:

---------------------------------------------------------------------------
Named Executive Officer Cash Incentive Earned Percentage of Base
for 2008 Salary for 2008
---------------------------------------------------------------------------
Sally Smith $454,212 84.9%
---------------------------------------------------------------------------
Mary Twinem $284,419 84.9%
---------------------------------------------------------------------------
James Schmidt $229,234 84.9%
---------------------------------------------------------------------------
Judy Shoulak $166,590 61.7%
---------------------------------------------------------------------------
Kathy Benning $149,931 61.7%
---------------------------------------------------------------------------

Equity Incentive Compensation. Long-term incentives are necessary to retain
and motivate executive officers to achieve the long-term interests of our
shareholders. For the last several years, we have used the award of
performance-based restricted stock units as the way to achieve this goal; in
2008, the Compensation Committee approved the addition of time-vested stock
options. We believe that the combination of cash and equity incentives is
appropriate given that the cash elements of incentive compensation emphasize
short-term or annual performance, and that equity elements of incentive
compensation emphasize long-term performance. Although the equity grants may
accumulate value over time, we believe that the expected benefit to us and our
shareholders outweighs the cost. The reward is an appropriate motivational tool
and is necessary to retain critical team members in our high-growth company.

The stock options represent approximately 25% of the grant date value of
the equity component of incentive compensation assuming target level performance
under the restricted stock unit portion of the program. Assuming target
performance under the 2008 program, the combined grant date value of the
restricted stock units and stock options equal the same percentage of base
salary as the restricted stock unit component alone under the 2007 equity
incentive program. The Compensation Committee used its discretion when
determining the weight of each component of the equity incentive compensation in
2008 but, in doing so, considered past practice, competitive information, our
principles and goals, and accumulated value of executives' equity.

Restricted Stock Units. Our Chief Executive Officer, Executive Vice
Presidents, and Senior Vice Presidents receive annual grants of restricted stock
units subject to certain vesting restrictions. For the past three years, the
annual grants were based on a percentage of the executive officer's base salary.
The number of restricted stock units awarded to each executive officer in 2008
is equal to the executive's base salary multiplied by a percentage (150% for our
Chief Executive Officer and Executive Vice Presidents and 120% for our Senior
Vice Presidents) divided by the closing sale price of our stock at the end of
fiscal 2007. For example, Sally Smith's 2008 base salary was $535,000, and the
closing sale price of our stock on the last trading day of fiscal 2007 was
$23.14 per share, which resulted in a grant 34,680 restricted stock units at the
beginning of fiscal 2008.

Restricted stock units granted prior to 2008 vest in one-third increments
based upon achievement of annual net income targets set by the Board of
Directors. If we achieve the annual net income target for a fiscal year, the
active restricted stock participants will vest 33-1/3% in their restricted stock
unit awards. If we do not meet an annual net income target, no units vest that
year but are held over until the next year. Active participants have up to ten
years from the date of the grant to earn vesting of all shares for the units
originally granted. The Board of Directors sets the annual net income target for
purposes of restricted stock unit vesting at 95% of the net income target in the
budget as adopted by the Board of Directors, which budget generally requires a
high level of performance. Because our business plan is confidential, we do not
publicly disclose specific net income objectives. Disclosing specific objectives
would provide competitors and other third parties with insights into our
planning process and would thereby cause competitive harm.

For 2008 grants, the executive officers have an opportunity to earn a range
of restricted stock units based upon the company achieving net income goals
within a range, rather than the all-or-nothing vesting under our programs for
prior years. In addition, the net income targets include three-year cumulative
goals rather than being limited to annual targets as in prior years. The
restricted stock units under the 2008 program vest over a three-year performance
period based upon achievement of these cumulative net income goals, which are
established at the time of the original grant. For example, if, during the first
fiscal year, the company achieves at least the threshold goal, a portion of the
restricted stock units will vest. If, after the second fiscal year, the company
achieves at least its threshold cumulative net income goal for fiscal years one
and two of the performance period, additional restricted stock units will vest.
If, after the third fiscal year, the company achieves at least its threshold
cumulative net income goal for fiscal years one, two, and three of the
performance period additional restricted stock units will vest. Any units not
earned in year one or two of the performance period are eligible to vest in
future year(s), provided that the cumulative goals are met. Any restricted stock
units not earned by the end of the three-year performance period are forfeited.
If the maximum cumulative net income goals are achieved over the three-year
performance period, an executive will earn 200% of the number of restricted
stock units that he or she would have earned over the same period for achieving
target performance under the 2007 program. If the threshold cumulative net
income goals are achieved over the three-year performance period, an executive
will earn 75% of the number of restricted stock units that he or she would have
been earned over the same period for achieving target performance under the 2007
program.

Stock Options. In 2008, our Chief Executive Officer, Executive Vice
Presidents, and Senior Vice Presidents received grants of seven-year stock
options, which vest equally over four years from the date of grant. The grants
were based on a percentage of the executive officer's base salary. The number of
shares underlying stock options awarded to each executive officer in 2008 is
equal to the executive's base salary multiplied by a percentage (25% for our
Chief Executive Officer and Executive Vice Presidents and 20% for our Senior
Vice Presidents) divided by an option value of $10.49, the Black Scholes value
based upon our year-end stock price. For example, Sally Smith's 2008 base salary
of $535,000 was multiplied by 25% and divided by $10.49, resulting in the grant
of an option to purchase 12,750 at $24.96 per share, the closing price of our
stock on the date of grant.

Other Benefits.
---------------

Deferred Compensation Program. We contribute a percentage of the
executive officers' annual base salary to our nonqualified deferred compensation
plan (the "Deferred Compensation Plan"). The Deferred Compensation Plan is an
unfunded plan maintained to provide additional retirement benefits to the
eligible employees as an executive retention tool. We make contributions to the
Deferred Compensation Plan in an aggregate annual amount of 12.5% of base pay
for each of the Chief Executive Officer and Executive Vice Presidents. Our
annual contribution for each of the other executive officers is 10% of base pay.

Participants self-direct the investment of their contributions in funds
that are similar to the funds offered by our 401(k) Plan. The earnings or losses
represent the general market earnings of investment elections made by each named
executive officer.

Benefits under the Deferred Compensation Plan vest over five years from
date of hire. If an executive terminates employment with us and accepts
employment with a competitor, the vesting schedule lengthens to ten years from
the date of hire. Participants may receive distributions from the Deferred
Compensation Plan as a lump sum payment or in annual installments.

In 2008, the Deferred Compensation Plan was amended to permit participants
to defer up to 100% of compensation, including salary, bonus, and restricted
stock grants. Currently, three executives have elected to defer a portion of
their compensation.

Perquisites. We provide our executive officers and certain other key
employees with perquisites that we believe are reasonable and consistent with
our overall compensation program. The provision of perquisites creates business
advantages for us, such as the attraction and retention of highly qualified
employees for key positions. The Compensation Committee periodically reviews the
levels of perquisites and other personal benefits provided to our executive
officers. The Committee has not done a specific analysis of perquisites provided
by the company's peers but has relied on Mr. Delves and outside counsel for
guidance, and the Committee has concluded that the perquisites provided to the
executives are modest.

We provide the personal benefits described below, which are quantified in
the column "All Other Compensation" of the "Summary Compensation Table" on page
18:

o We provide and maintain a company-owned vehicle for the Chief
Executive Officer and Chief Financial Officer, and the other executive
officers receive a $500 per month vehicle allowance.

o We paid annual country club dues for one facility on behalf of the
Chief Executive Officer in 2008; this was discontinued for 2009.

o In addition to benefits available to all employees under company-wide
health, dental, and life insurance plans, we provide the executive
officers with supplemental medical reimbursement insurance and
supplemental life insurance. In August 2008, the Compensation
Committee approved updates to the supplemental life insurance policies
to provide coverage equal to three times the executive's base salary
in 2008. The supplemental life insurance policies have a fixed value
for the life of the policy, and will not be increased for subsequent
salary adjustments. Previously, the coverage was based on salaries in
2000 or at the time of hire for executives joining us since 2000, with
coverage for the Chief Executive Officer and Chief Financial Officer
equal to five times their base salary and coverage for the other
executive officers equal to three times their base salary.

In addition to benefits available to employees under company-wide short- and
long-term disability insurance plans, we also provide the executive officers
with supplemental long-term disability insurance. If an executive officer
becomes totally disabled for more than thirteen weeks, the supplemental
disability insurance will provide monthly income to that person until the
earlier of their recovery or their sixty-fifth birthday. Benefits are equal to
70% of the executive officer's monthly base salary.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was an officer or employee of the
company during fiscal year 2008 or in any prior year, and no member of the
Committee had a relationship which would require disclosure under Item 404(a) of
Regulation S-K. There were no compensation committee interlocks as described in
Item 407(e)(4) of Regulation S-K.

Compensation Committee Report

The Compensation Committee evaluates and establishes compensation for
executive officers and oversees the deferred compensation plan, the equity plan,
and other management incentive, benefit, and perquisite programs. Management has
the primary responsibility for the company's financial statements and reporting
process, including the disclosure of executive compensation. With this in mind,
the Committee has reviewed and discussed with management the "Compensation
Discussion and Analysis" found on pages 10 - 17 of this Proxy Statement. The
Committee is satisfied that the Compensation Discussion and Analysis fairly and
completely represents the philosophy, intent, and actions of the Committee with
regard to executive compensation. The Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
proxy statement for filing with the Securities and Exchange Commission.

Members of the Compensation Committee
Michael P. Johnson, Chair
Dale M. Applequist
J. Oliver Maggard
James M. Damian

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information regarding compensation
paid or accrued during our last three fiscal years to the Chief Executive
Officer, Chief Financial Officer and the other three highest paid executive
officers based on total compensation, excluding deferred compensation earnings,
which was earned or accrued for fiscal year 2008.

We have entered into employment agreements with each of the named executive
officers, which agreements are described below. Any discretionary compensation
payments to the named executive officers were made pursuant to the annual
executive incentive program and are included below in the Summary Compensation
Table under the heading "Non-Equity Incentive Plan Compensation."

Change in
Pension Value
and
Non-Equity Nonqualified
Incentive Deferred
Stock Option Plan Compensation All Other
Name and Salary Awards Awards Compensation Earnings Compensation
Principal Position Year ($) ($)(1) ($)(2) ($)(3) ($)(4) ($)(5) Total ($)
- ------------------------------------------------------------------------------------------------------------------------------

Sally J. Smith 2008 $535,000 $575,425 $27,895 $454,212 -- $115,959 $1,708,491
Chief Executive 2007 $500,000 $849,391 $2,324 $334,200 $13,023 $111,820 $1,810,758
Officer and president 2006 $450,000 $660,850 $5,520 $425,250 $26,456 $104,198 $1,672,274

Mary J. Twinem 2008 $335,000 $360,394 $17,468 $284,419 -- $76,062 $1,073,343
Executive VP and 2007 $315,000 $281,643 $2,324 $210,546 $11,358 $70,609 $891,480
Chief Financial Officer 2006 $280,000 $251,628 $5,520 $264,600 $16,990 $64,608 $883,346

James M. Schmidt 2008 $270,000 $266,249 $14,079 $229,234 -- $55,608 $835,170
Executive VP, General 2007 $235,000 $188,942 $1,240 $157,074 $5,296 $49,317 $636,869
Counsel and Secretary 2006 $215,000 $159,199 $4,013 $147,490 $8,928 $43,636 $578,266

Judith A. Shoulak 2008 $270,000 $233,771 $11,263 $166,590 -- $47,530 $729,154
Senior VP, Operations 2007 $255,000 $187,982 $1,240 $123,930 $8,440 $48,895 $625,487
2006 $230,000 $171,491 $2,745 $157,780 $11,276 $47,068 $620,360

Kathleen M. Benning 2008 $243,000 $209,739 $10,136 $149,931 -- $45,460 $658,266
Senior VP, Marketing 2007 $224,000 $169,004 $1,240 $108,864 $6,320 $37,810 $547,238
and Brand
Development (6)

- --------------------
(1) The amounts reflect the compensation cost recognized for financial
statement reporting purposes in each fiscal year, in accordance with FAS
123R, for restricted stock unit awards that we have made pursuant to our
2003 Equity Incentive Plan, and thus may include amounts from restricted
stock unit awards granted in and prior to such fiscal years. For a
discussion of our valuation assumptions for 2008, see footnote 1(w) to our
audited financial statements included in our Annual Report on Form 10-K for
the year ended December 28, 2008 filed with the Securities and Exchange
Commission. See "Option Exercises and Stock Vested" table on page 21 for
shares and value realized by each named executive officer, and the "Grants
of Plan Based Awards" table for more information regarding the restricted
stock unit awards we granted in 2008. For a discussion of our valuation
assumptions for 2007 and 2006, see footnote 1(w) to our consolidated
financial statements included in our Annual Report on Form 10-K for the
year ended December 30, 2007 and December 31, 2006, respectively, filed
with the Securities and Exchange Commission.

(2) The amounts reflect the compensation cost recognized for financial
statement reporting purposes in each fiscal year, in accordance with FAS
123R, for stock option awards that we have made pursuant to our 2003 Equity
Incentive Plan, and thus include amounts from stock option awards granted
in and prior to such fiscal years; no options were granted in fiscal year
2007 or 2006. For a discussion of our valuation assumptions for 2008
figures, see footnote 1(w) to our audited financial statements included in
our Annual Report on Form 10-K for the year ended December 28, 2008 filed
with the Securities and Exchange Commission. For a discussion of our
valuation assumptions for 2007 and 2006, see footnote 1(w) to our
consolidated financial statements included in our Annual Reports on Form
10-K for the years ended December 30, 2007 and December 31, 2006
respectively, filed with the Securities and Exchange Commission.

(3) The 2008 amounts represent cash incentive awards made pursuant to our 2008
executive incentive plan, which is discussed in further detail in the
"Compensation Discussion and Analysis" under "Annual Cash Incentive
Compensation" on page 13.

(4) Contributions to the Deferred Compensation Plan are invested as directed by
participants in funds similar to those offered by our 401(k) Plan. Because
earnings are calculated in the same manner and at the same rate as earnings
on investments in our 401(k) Plan, participants are not entitled to
interest or other payments that would be deemed above-market. Amounts shown
for 2007 and 2006 reflect the total earnings on nonqualified deferred
compensation and are included because our Deferred Compensation Plan is
only available to officers and may be deemed to be preferential. Total
earnings for 2008 were negative and therefore are not shown in this table.
For further details, see "Compensation Discussion and Analysis" under
"Other Benefits" on page 16 and the discussion on page 21 entitled
"Nonqualified Deferred Compensation."

(5) Other annual compensation for fiscal year 2008 consists of the items set
forth in the table below:

Executive
Medical Executive Executive Deferred
Plan Long-Term Life Contribution Compensation
Auto Lease/ Reimburse Disability Insurance Club to 401(k) Plan
Allowance(a) -ment(b) Premiums(c) Premiums (c) Dues Plan Accrual(d)
----------------------------------------------------------------------------------------------
Sally J. Smith $19,269 $5,550 $6,668 $1,934 $6,463 $9,200 $66,875
Mary J. Twinem $15,925 $5,550 $2,543 $969 -- $9,200 $41,875
James M. Schmidt $ 6,000 $3,885 $1,680 $1,093 -- $9,200 $33,750
Judith A. Shoulak $ 6,000 $1,071 $2,532 $1,727 -- $9,200 $27,000
Kathleen M. Benning $ 6,000 $5,550 -- $410 -- $9,200 $24,300

------------------
(a) The amounts shown for Ms. Smith and Ms. Twinem cover the lease of an
automobile and $7,000 for maintenance of such automobile; the amounts
shown for all other named executive officers represent an automobile
allowance.

(b) Includes 11% administrative fee paid on behalf of officer.

(d) These amounts were contributed by us for the officers' account and
exclude investment earnings (losses) on individual deferred
compensation investment account. The deferred compensation vests on the
basis of 20% for each year of service with Buffalo Wild Wings. Each of
the named officers is fully vested.

(6) Ms. Benning was not a named executive officer in fiscal 2006; therefore,
only fiscal 2007 and 2008 compensation information is included.

Employment Agreements

On September 16, 2008, we entered into amended and restated employment
agreements with each of our executive officers, including the named executive
officers. The initial term of the agreements ends on December 27, 2009, the last
day of our 2009 fiscal year. The agreements provide for an automatic extension
for successive one-year periods, each ending on the last day of the fiscal year,
unless the agreement is terminated earlier or either party gives the other a
non-renewal notice. The agreements provide for a base salary to be determined by
the Board, or the Compensation Committee, on an annual basis. The base salaries
for fiscal year 2008 are set forth in the table above. The current fiscal 2009
base salaries are $560,000 for Ms. Smith, $350,000 for Ms. Twinem, $295,000 for
Mr. Schmidt, $295,000 for Ms. Shoulak, and $252,000 for Ms. Benning.

As provided in the employment agreements, the officers agree to maintain
confidentiality, not compete with us during employment and for one year
following employment, and not hire or solicit anyone affiliated with us in any
way. The agreements provide for severance arrangements under certain
terminations. See "Potential Payments Upon Termination or Change in Control" on
page 22 for further information with respect to these termination provisions.

Grants of Plan-Based Awards

All Other
Estimated Future Payouts Under Estimated Future Payouts Option
Non-Equity Incentive Plan Under Equity Incentive Awards: Grant Date
Awards(1) Plan Awards(2) Number of Exercise or Fair Value of
-------------------------------- -------------------------- Securities Base Price Stock and
Name Grant Threshold Target Maximum Threshold Target Maximum Underlying of Option Option Awards
Date ($) ($) ($) (#) (#) (#) Options (#)(3) Awards ($/Sh) ($)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
Sally J. Smith 02/17/08 -- -- -- 2,601 17,340 34,680 -- -- $865,613
02/17/08 -- -- -- -- -- -- 12,750 $24.96 $137,343
N/A $123,050 $401,250 $684,800 -- -- -- -- -- --

Mary J. Twinem 02/17/08 -- -- -- 1,628 10,858 21,716 -- -- $542,031
02/17/08 -- -- -- -- -- -- 7,984 $24.96 $86,004
N/A $77,050 $251,250 $428,800 -- -- -- -- -- --

James M. Schmidt 02/17/08 -- -- -- 1,312 8,751 17,502 -- -- $436,850
02/17/08 -- -- -- -- -- -- 6,435 $24.96 $69,318
N/A $62,100 $202,500 $345,600 -- -- -- -- -- --

Judith A. Shoulak 02/17/08 -- -- -- 1,050 7,001 14,002 -- -- $349,490
02/17/08 -- -- -- -- -- -- 5,148 $24.96 $55,454
N/A $46,440 $147,420 $246,240 -- -- -- -- -- --

Kathleen M. 02/17/08 -- -- -- 945 6,301 12,602 -- -- $314,546
Benning 02/17/08 -- -- -- -- -- -- 4,633 $24.96 $49,907
N/A $41,796 $132,678 $221,616 -- -- -- -- -- --
- -------------------
(1) These columns show the range of payouts targeted for fiscal 2008
performance under our executive incentive plan as described in the section
titled "Annual Cash Incentive Compensation" in the "Compensation Discussion
and Analysis" on page 13. The cash incentive payments for 2008 performance
have been made based on the metrics described and are shown in the column
"Non-equity Incentive Plan Compensation" of the "Summary Compensation
Table" on page 18.

(2) Reflects long-term incentive awards in the form of performance-based
restricted stock units granted to each named executive officer on February
17, 2008 in accordance with our 2003 Equity Incentive Plan and pursuant to
our 2008 long-term incentive program described in the "Compensation
Discussion and Analysis" under "Equity Incentive Compensation" on page 15.

(3) The amounts represent stock options granted to each named executive officer
on February 17, 2008 in accordance with our 2003 Equity Incentive Plan and
pursuant to our 2008 long-term incentive program described in the
"Compensation Discussion and Analysis" under "Equity Incentive
Compensation" on page 15. The options vest ratably over a four-year period,
and they expire on December 28, 2014.

(4) The amounts represent the grant date fair value of long-term incentive
awards in the form of performance-based restricted stock units in
accordance with FAS 123R. Assumptions used in the calculation of these
amounts are included in footnote 1(w) to our audited financial statements
included in our annual report on Form 10-K for the fiscal year ended
December 28, 2008 filed with the Securities and Exchange Commission. We
estimated the fair value of option awards on the grant date using the
Black-Scholes-Merton option valuation model.

Outstanding Equity Awards at Fiscal Year-End

Option Awards Stock Awards
---------------------------------------------------------------- --------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Equity Market Awards: Payout
Incentive Value of Number of Value of
Plan Shares or Unearned Unearned
Awards: Number Units of Shares, Shares,
Number of Number of Number of of Shares Stock Units or Units or
Securities Securities Securities or Units of That Other Other
Underlying Underlying Underlying Stock That Have Rights That Rights That
Unexercised Unexercised Unexercised Option Option Have Not Not Have Not Have Not
Options (#) Options (#) Unearned Exercise Expiration Vested Vested Vested Vested
Name Exercisable Unexercisable Options (#) Price ($) Date (#) ($) (#)(2) ($)(3)
- -----------------------------------------------------------------------------------------------------------------------------------

Sally J. Smith 14,554 -- -- $3.75 05/23/11 -- -- 34,478 $852,296
6,000 -- -- $9.075 05/29/13
3,187 9,563(1) -- $24.96 12/28/14

Mary J. Twinem 1,996 5,988(1) -- $24.96 12/28/14 -- -- 21,614 $534,298

James M. Schmidt 6,000 -- -- $3.75 05/23/11 -- -- 17,184 $424,788
800 -- -- $9.075 05/29/13
1,608 4,827(1) -- $24.96 12/28/14

Judith A. Shoulak 5,000 -- -- $3.75 10/15/11 -- -- 13,948 $344,795
750 -- -- $5.625 03/01/12
3,200 -- -- $9.075 05/29/13
1,287 3,861(1) $24.96 12/28/14

Kathleen M. Benning 6,000 -- -- $5.625 03/01/12 -- -- 12,498 $308,951
3,200 -- -- $9.075 05/29/13
1,158 3,475(1) -- $24.96 12/28/14

(1) The options were granted on February 17, 2008 and vest to the extent of 25%
of the shares on the last day of each fiscal year beginning with fiscal
year 2008.

(2) Represents the maximum number of shares of Common Stock that an officer
would receive under the performance-based restricted stock units awarded as
follows:

Name Grant Date Units Vest on 12/29/09(a) Vest on 12/27/10(a)
-------------------------------------------------------------------------------------------------

Sally J. Smith 01/01/07 6,266 6,266 --
02/17/08 28,212 10,872 17,340

Mary J. Twinem 01/01/07 3,948 3,948 --
02/17/08 17,666 6,808 10,858

James M. Schmidt 01/01/07 2,946 2,946 --
02/17/08 14,238 5,487 8,751

Judith A. Shoulak 01/01/07 2,558 2,558 --
02/17/08 11,390 4,389 7,001

Kathleen M. Benning 01/01/07 2,246 2,246 --
02/17/08 10,252 3,951 6,301

(a) The vesting is subject to certain performance targets being
attained; therefore, the number of shares vesting may be less or
the vesting may occur on a later date or not at all. For more
information on the vesting conditions for the restricted stock
unit awards, please see the "Grants of Plan Based Awards" table
and the discussion entitled "Equity Incentive Compensation" that
is contained in the "Compensation Discussion and Analysis."

(3) The amounts reflect the value as calculated based on the closing price of
our Common Stock on December 28, 2008 of $24.72.

Option Exercises and Stock Vested

Option Awards Stock Awards
------------------------------------------ ------------------------------------------
Name Number of Shares Number of Shares
Acquired Value Realized Acquired Value Realized
on Exercise (#) on Exercise ($)(1) on Vesting (#)(2) on Vesting ($)(2)
- -------------------------------------------------------------------------------------------------------------------

Sally J. Smith -- -- 21,610 $534,199

Mary J. Twinem 16,000 $290,100 13,522 $334,264

James M. Schmidt -- -- 9,602 $237,361

Judith A. Shoulak -- -- 8,796 $217,437

Kathleen M. Benning 6,000 $78,780 7,908 $195,486

- ------------------
(1) Amounts reflect the difference between the exercise price of the stock
option and the market price on the date of exercise.

(2) The value realized reflects the market value of the stock on the date that
the restricted stock units vested. These shares represent performance
awards granted on December 26, 2005, January 1, 2007, and February 17, 2008
which vested on December 28, 2008, with the shares being subsequently
issued on February 20, 2009. The price of our Common Stock on December 28,
2008 was $24.72 per share.

Nonqualified Deferred Compensation

We contribute a percentage of the executive officers' annual base salary to
our nonqualified deferred compensation plan. The amount of our contribution for
each executive is based on a percentage of base salary, which amount for 2008
was 12.5% for Ms. Smith, Ms. Twinem, and Mr. Schmidt and 10% for the other named
executive officers.

In 2008, the Deferred Compensation Plan was amended to permit participants
to defer up to 100% of compensation, including salary, bonus, and restricted
stock grants. All such contributions are immediately vested.

The company's contributions, along with earnings, under the deferred
compensation plan vest over five years from date of hire, except in the case of
death, in which case a lump sum is paid to the beneficiaries. If an executive
terminates employment with us and accepts employment with a competitor, the
vesting schedule lengthens to ten years from the date of hire.

The executives may receive distributions from the Deferred Compensation
Plan as a lump sum payment or in annual installments.

Executive
Contributions Registrant Aggregate Aggregate Aggregate
in Last FY Contributions in Earnings Withdrawals/ Balance at
Name ($)(1) Last FY ($)(2) in Last FY ($)(3) Distributions ($) Last FYE ($)(4)
- ---------------------------------------------------------------------------------------------------------------------

Sally J. Smith $220,800 $66,875 $(166,783) -- $450,283

Mary J. Twinem $138,000 $41,875 $(122,065) -- $332,306

James M. Schmidt -- $33,750 $(57,717) -- $113,616

Judith A. Shoulak $3,741 $27,000 $(59,065) -- $110,397

Kathleen M. Benning -- $24,300 $(43,451) -- $142,338
- ------------------
(1) Amounts are also reported as compensation for the named executive officers
in the "Salary" column of the "Summary Compensation Table" on page 18.
(2) Amounts are also reported as compensation to the named executive officers
in the "All Other Compensation" column of the "Summary Compensation Table"
on page 18.
(3) All of the amounts shown are negative earnings (losses) and consequently
are not reported in the 2008 Summary Compensation Table on page 18. These
losses represent the general market earnings of investments based on the
investment elections made by the respective named executive officer.
Contributions to the Deferred Compensation Plan are invested as directed by
participants in funds similar to those offered by our 401(k) Plan. Because
earnings are calculated in a similar manner and at a similar rate as
earnings on investments in our 401(k) Plan, participants are not entitled
to interest or other payments that would be deemed above market; however,
we have historically included total earnings on nonqualified deferred
compensation in prior years' Summary Compensation Tables because our
Deferred Compensation Plan is only available to officers and may be deemed
to be preferential.
(4) The balances in this column include deferrals for amounts which were
previously reported as 2006 and 2007 compensation in the "All Other
Compensation" column of the Summary Compensation Table as follows:

Name 2006 2007
---- ---- ----
Sally J. Smith $56,250 $62,500
Mary J. Twinem $35,000 $39,375
James M. Schmidt $21,500 $29,375
Judith A. Shoulak $23,000 $25,500
Kathleen M. Benning NA $22,400

Potential Payments Upon Termination or Change in Control

As set forth under "Employment Agreements" on page 19, we have amended and
restated the employment agreements with each of our named executive officers.
According to these employment agreements and our incentive plans, the named
executive officers would be entitled to payments and benefits upon certain
terminations. The employment agreements provide that, during the term of the
agreement and for one year following termination of employment, the executives
will not compete with us or solicit any of our employees or customers. Upon
termination for "cause" (as defined in the agreements) or resignation without
"good reason" (as defined in the employment agreements), the named executive
officers would not be entitled to any additional compensation or benefits, other
than those earned or accrued but not yet paid at the date of termination,
pursuant to the employment agreements. The employment agreements provide for
severance payments upon (i) the company's failure to renew the agreement, (ii)
resignation with "good reason," and (iii) termination "without cause" consisting
of the following:

o Base salary at time of termination for 18 months;
o Cash incentive payment based on actual performance and pro-rated for
year of termination (the portion relating to individual objectives
will be deemed to have been met at a level resulting in a payment of
50% of the award except when the company fails to renew the agreement,
in which case the executive is not entitled to the portion relating to
individual objectives);
o Health insurance (employer's portion) for 18 months; and
o If such resignation or termination occurs within one year of a change
in control, vesting for the portion of the executive's outstanding
equity grants that would vest at the end of the current fiscal year
would accelerate and the executive's outstanding stock options would
become fully exercisable for one year following termination.

Severance payments will be made in a lump sum in connection with a
resignation or termination following a change of control; in all other instances
of termination of employment, payments will be paid according to normal payroll
practices. Upon death or permanent disability, the portion of the executive's
outstanding restricted stock units that would vest at the end of the current
fiscal year would accelerate and become payable and the outstanding stock
options would be exercisable for one year to the extent such options were vested
at the time of death or disability. In addition, our deferred compensation plan
provides that vesting would accelerate to 100% upon a change in control;
however, the effect of this provision is limited because all of the current
named executive officers are fully vested in such plan. The named executive
officers would have the right to receive benefits or payments under any plan to
the extent vested upon any termination or resignation. Assuming that the named
executive officers' employment terminated at the close of business on December
28, 2008, the named executive officers would have been entitled to the following
payments and benefits:

- -----------------------------------------------------------------------------------------------------------------------------------
Within one year of a
change in control,
resignation with
Resignation good reason,
without good termination without
reason; Resignation with good reason or
Company's termination good reason; Death or company's failure to
failure to renew without termination permanent renew employment
agreement for cause cause disability agreement
- -----------------------------------------------------------------------------------------------------------------------------------
Sally J. Smith
- -----------------------------------------------------------------------------------------------------------------------------------
o Salary $ 840,000 -- $ 840,000 -- $ 840,000
- -----------------------------------------------------------------------------------------------------------------------------------
o Accrued but unpaid bonus(1) $ 400,713 $ 347,213 $ 400,713 $ 347,213 $ 400,713
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unissued restricted stock units(2) $ 534,199 $ 534,199 $ 534,199 $ 534,199 $ 534,199
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unexercised stock options(3) $ 399,067 $ 399,067 $ 399,067 $ 399,067 $ 399,067
- -----------------------------------------------------------------------------------------------------------------------------------
o Deferred compensation(4) $ 260,992 $ 260,992 $ 260,992 $ 260,992 $ 260,992
- -----------------------------------------------------------------------------------------------------------------------------------
o Health benefits(5) $ 6,380 -- $ 6,380 -- $ 6,380
- -----------------------------------------------------------------------------------------------------------------------------------
Totals $2,441,351 $1,541,471 $2,441,351 $1,541,471 $2,441,351
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Mary J. Twinem
- -----------------------------------------------------------------------------------------------------------------------------------
o Salary $ 525,000 -- $ 525,000 -- $ 525,000
- -----------------------------------------------------------------------------------------------------------------------------------
o Accrued but unpaid bonus(1) $ 250,919 $ 217,418 $ 250,919 $ 217,418 $ 250,919
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unissued restricted stock units(2) $ 334,264 $ 334,264 $ 334,264 $ 334,264 $ 334,264
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unexercised stock options(3) -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------------
o Deferred compensation(4) $ 208,227 $ 208,227 $ 208,227 $ 208,227 $ 208,227
- -----------------------------------------------------------------------------------------------------------------------------------
o Health benefits(5) $ 6,380 -- $ 6,380 -- $ 6,380
- -----------------------------------------------------------------------------------------------------------------------------------
Totals $1,324,790 $ 759,909 $1,324,790 $ 759,909 $1,324,790
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
James M. Schmidt
- -----------------------------------------------------------------------------------------------------------------------------------
o Salary $ 442,500 -- $ 442,500 -- $ 442,500
- -----------------------------------------------------------------------------------------------------------------------------------
o Accrued but unpaid bonus(1) $ 202,233 $ 175,233 $ 202,233 $ 175,233 $ 202,233
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unissued restricted stock units(2) $ 237,361 $ 237,361 $ 237,361 $ 237,361 $ 237,361
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unexercised stock options (3) $ 138,336 $ 138,336 $ 138,336 $ 138,336 $ 138,336
- -----------------------------------------------------------------------------------------------------------------------------------
o Deferred compensation(4) $ 113,324 $ 113,324 $ 113,324 $ 113,324 $ 113,324
- -----------------------------------------------------------------------------------------------------------------------------------
o Health benefits(5) $ 6,380 $ 6,380 $ 6,380 -- $ 6,380
- -----------------------------------------------------------------------------------------------------------------------------------
Totals $1,140,134 $ 664,254 $1,140,134 $ 664,254 $1,140,134
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Judith A. Shoulak
- -----------------------------------------------------------------------------------------------------------------------------------
o Salary $ 442,500 -- $ 442,500 -- $ 442,500
- -----------------------------------------------------------------------------------------------------------------------------------
o Accrued but unpaid bonus(1) $ 146,340 $ 126,090 $ 146,340 $ 126,090 $ 146,340
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unissued restricted stock units(2) $ 217,437 $ 217,437 $ 217,437 $ 217,437 $ 217,437
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unexercised stock options (3) $ 169,235 $ 169,235 $ 169,235 $ 169,235 $ 169,235
- -----------------------------------------------------------------------------------------------------------------------------------
o Deferred compensation(4) $ 110,396 $ 110,396 $ 110,396 $ 110,396 $ 110,396
- -----------------------------------------------------------------------------------------------------------------------------------
o Health benefits(5) $ 6,380 -- $ 6,380 -- $ 6,380
- -----------------------------------------------------------------------------------------------------------------------------------
Totals $1,092,288 $ 623,158 $1,092,288 623,158 $1,092,288
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Kathleen M. Benning
- -----------------------------------------------------------------------------------------------------------------------------------
o Salary $ 378,000 -- $ 378,000 -- $ 378,000
- -----------------------------------------------------------------------------------------------------------------------------------
o Accrued but unpaid bonus(1) $ 131,706 $ 113,481 $ 131,706 $ 113,481 $ 131,706
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unissued restricted stock units(2) $ 195,486 $ 195,486 $ 195,486 $ 195,486 $ 195,486
- -----------------------------------------------------------------------------------------------------------------------------------
o Vested/unexercised stock options (3) $ 164,588 $ 164,588 $ 164,588 $ 164,588 $ 164,588
- -----------------------------------------------------------------------------------------------------------------------------------
o Deferred compensation(4) $ 142,338 $ 142,338 $ 142,338 $ 142,338 $ 142,338
- -----------------------------------------------------------------------------------------------------------------------------------
o Health benefits(5) $ 4,193 -- $ 4,193 -- $ 4,193
- -----------------------------------------------------------------------------------------------------------------------------------
Totals $1,016,311 $ 615,893 $1,016,311 $ 615,893 $1,016,311
- -----------------------------------------------------------------------------------------------------------------------------------

- ------------------
(1) The amounts represent cash incentive awards made pursuant to our 2008
executive incentive program, which is discussed in further detail on page
13 under "Annual Cash Incentive Compensation" of the "Compensation
Discussion and Analysis." If the resignation or termination occurred prior
to the last day of the fiscal year, the executive would be entitled to a
pro rata portion of the incentive compensation for the year of termination.
For purposes of this presentation, it is assumed that the terminations were
on December 28, 2008, the last day of fiscal year 2008; therefore, the
earned bonus based on company performance would be paid under all
terminations. Fifty percent (50%) of the incentive compensation based on
individual objectives would be paid only under certain terminations,
including the company's failure to renew the agreement, resignation with
good reason, termination without cause, whether such termination or
resignation occurs within one year of a change in control or not.

(2) The amounts reflect the amount recognized for financial statement reporting
purposes for the fiscal year ended December 28, 2008, in accordance with
FAS 123R, of restricted stock unit awards made pursuant to our 2003 Equity
Incentive Plan and thus may include amounts from restricted stock unit
awards granted in and prior to fiscal year 2008, which vested but had not
been issued as of December 28, 2008. Assumptions used in the calculation of
these amounts are included in footnote 1(w) to our audited financial
statements included in our Annual Report on Form 10-K for the fiscal year
ended December 28, 2008 filed with the Securities and Exchange Commission.
The vesting of the unvested awards that may be vested at year-end would
accelerate as if the performance target was met upon death or disability or
upon certain terminations within one year of a change in control.

(3) The value of the outstanding stock options held by each executive is equal
to the December 28, 2008 closing stock price less the exercise price
multiplied by the number of shares underlying the option.

(4) All of the named executive officers are fully vested in the deferred
compensation plan.

(5) The amounts represent the employer's portion of premiums for health
insurance that would be paid if the executive pays his or her portion.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as
of December 28, 2008, our fiscal year end.

Number of securities remaining
Number of securities to be Weighted average available for future issuance
issued upon exercise of exercise price of under equity compensation
outstanding options, outstanding options, plans (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
- ------------- -------------------------- -------------------- -------------------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 431,393 (1) $13.71 (2) 1,727,944 (3)

Equity compensation plans not
approved by security holders -- -- --
-------------------------- -------------------- -------------------------------

Total 431,393 $13.71 1,727,944

-------------
(1) Includes 284,845 shares underlying restricted stock units that may be
issued upon achievement of performance goals.
(2) Weighted average exercise price of outstanding options excludes
restricted stock units.
(3) Includes 389,075 shares available for issuance under our Employee
Stock Purchase Plan.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than ten percent of a registered class
of our equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "SEC"). Officers, directors,
and greater than ten-percent shareholders are required by SEC regulation to
furnish us with copies of all Section 16(a) forms they file. Based solely on our
review of the forms received by us, we believe that, during fiscal year 2008,
all officers, directors, and greater than ten-percent beneficial owners complied
with the applicable filing requirements, except that: Ms. Benning reported an
option exercise and a disposition by gift late on a Form 5 and Messrs. Maggard
and MacDonald each reported one transaction on a Form 4 that was not timely
filed.

Certain Relationships and Related Transactions

Our Board of Directors has adopted a written policy with respect to related
party transactions, which policy sets out procedures pursuant to which related
party transactions are reviewed and approved. The policy covers all transactions
between us and any related party (including any transactions requiring
disclosure under Item 404 of Regulation S-K), other than transactions generally
available to all employees and transactions involving less than five thousand
dollars ($5,000) when aggregated with all similar transactions. The Audit
Committee is generally responsible for reviewing and assessing the adequacy of
the policy and recommends to the Board revisions to such policy. The Audit
Committee oversees administration of the policy. A related party transaction may
be consummated if it is ratified or approved by the Audit Committee and it is on
terms comparable to those that could be obtained in arm's length dealings with
an unrelated third party or it is approved by the disinterested members of the
Board of Directors.

Since the beginning of fiscal 2008, there have been no transactions or
business relationships, other than as disclosed herein, between us and our
executive officers, directors, director nominees, and affiliates.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal #3)

General

The Board of Directors recommends that the shareholders ratify the
appointment of KPMG LLP as our independent registered public accounting firm for
the year ending December 27, 2009. KPMG LLP has served as our accountants since
1994. The Audit Committee may direct the appointment of new independent auditors
at anytime during the year without notice to, or the consent of, the
shareholders, and the Audit Committee would do so if it were in our best
interest and the interest of our shareholders. KPMG LLP provided services in
connection with the audit of our financial statements for the year ended
December 28, 2008, and consultation on matters relating to accounting and
financial reporting. Representatives of KPMG LLP are expected to be present at
the Annual Meeting and will be given an opportunity to make a statement if so
desired and to respond to appropriate questions.

Audit Fees

We paid the following fees to KPMG LLP for fiscal years 2007 and 2008:

2007 2008
-------- --------
Audit Fees $425,000 $424,000
Audit-Related Fees 49,200 66,500
Tax Fees -- --
All Other Fees -- --
-------- --------
$474,200 $490,500

Audit fees consist of fees billed or estimated to be billed to KPMG LLP for
the audit of the annual financial statements included in our Annual Report on
Form 10-K, review of financial statements included in the Quarterly Reports on
Form 10-Q, and the audit of our internal control over financial reporting with
the objective of obtaining reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects.

Audit-related fees consist of fees billed for services in connection with
the audit of our employee benefit plan and National Advertising Fund as well as
other services that are related to the performance of the audit of our financial
statements and are not reported under Audit Fees.

The Audit Committee has considered whether provision of the above
audit-related services is compatible with maintaining the registered public
accounting firm's independence and has determined that such services are
compatible with maintaining registered public accounting firm's independence.

Pre-Approval of Audit Fees

Pursuant to its written charter, the Audit Committee is responsible for
pre-approving all audit and permitted non-audit services to be performed for
Buffalo Wild Wings by its independent registered public accounting firm or any
other auditing or accounting firm.

Report of Audit Committee

The Board of Directors maintains an Audit Committee comprised of three of
our outside directors. The Board of Directors and the Audit Committee believe
that the Audit Committee's current member composition satisfies the rule of the
National Association of Securities Dealers, Inc. ("NASD") that governs audit
committees, Rule 4350(d)(2), including the requirement that audit committee
members all be "independent directors" as that term is defined by NASD Rule
4200(a)(15).

In accordance with its written charter adopted by the Board of Directors,
which is available on Buffalo Wild Wings' website at www.buffalowildwings.com,
the Audit Committee assists the Board of Directors with fulfilling its oversight
responsibility regarding the quality and integrity of our accounting, auditing
and financial reporting practices. In performing its oversight responsibilities
regarding the audit process, the Audit Committee:

(1) reviewed and discussed the audited consolidated financial statements
with management;

(2) discussed with the independent registered public accounting firm the
matters required to be discussed by the Statement on Auditing
Standards No. 114, as amended; and

(3) received and reviewed the written disclosures from the independent
registered public accounting firm required by the applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent accountant's communications with the Audit
Committee concerning independence, and discussed with the independent
registered public accounting firm any relationships that may impact
its objectivity and independence.

Management has completed the documentation, testing, and evaluation of our
system of internal control over financial reporting in response to the
requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and
related regulations. The Audit Committee met periodically, both independently
and with management, to review and discuss our progress in complying with
Section 404, including the Public Company Accounting Oversight Board's (PCAOB)
Auditing Standard No. 5 regarding the audit of the internal control financial
reporting. The Audit Committee also met periodically with KPMG LLP, our
independent registered public accounting firm to discuss our internal controls
and the status of our Section 404 compliance efforts. At the conclusion of the
process, management provided the Audit Committee with a report on the
effectiveness of our internal control over financial reporting. The Audit
Committee continues to oversee our efforts related to our internal controls.

Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in our Annual Report on Form 10-K for the
fiscal year ended December 28, 2008, as filed with the Securities and Exchange
Commission.

Members of the Audit Committee
J. Oliver Maggard, Chair
Robert W. MacDonald
Michael P. Johnson

SHAREHOLDER PROPOSAL
(Proposal #4)

People for the Ethical Treatment of Animals (PETA), located at 501 Front
Street, Norfolk, Virginia 23510, has advised us that they intend to present the
following shareholder proposal at the Annual Meeting. We have received
verification from PETA's broker indicating that PETA is the beneficial owner of
147 shares of our stock.

RESOLVED, that to advance Buffalo Wild Wings' financial interests and the
welfare of birds supplied to its restaurants, shareholders encourage the company
to give purchasing preference to chicken suppliers that use or switch to
controlled-atmosphere killing (CAK).

Supporting Statement

Buffalo Wild Wings' poultry suppliers currently use a cruel and inefficient
slaughter method called electric immobilization. This method involves shackling
live birds, shocking them with electrified water, cutting their throats (while
they are still conscious), and removing their feathers in tanks of scalding-hot
water.

Birds often suffer broken bones, bruising, hemorrhaging, and abuse by
slaughterhouse workers during the shackling process, resulting in serious animal
welfare problems and a reduction in meat quality and yield. Birds also peck and
scratch at each other and are often scalded to death in defeathering tanks,
adding to animal welfare concerns and increasing levels of carcass
contamination.

The animal welfare and economic problems associated with electrical
immobilization systems are almost completely absent in CAK systems, which use
gas to kill birds while they are still in their transport crates.

A 2005 report commissioned by McDonald's found that gas slaughtering of
poultry "has advantages {over electrical systems} from both an animal welfare
and a meat quality perspective. [It] obviates potential distress and injury ...
[and] can expeditiously and effectively stun and kill broilers with relatively
low rates of aversion or other distress." The report also concludes that
McDonald's suppliers that use CAK have experienced improvements in bird
handling, stunning efficiency, working conditions, and meat yield and quality.

Many restaurant chains--including Wendy's, Popeye's, Burger King, Carl's
Jr., and Hardee's--now give purchasing preference or consideration to poultry
suppliers that use CAK, and all Canadian KFCs will soon exclusively use chickens
killed by CAK.

However, Buffalo Wild Wings has not shown its shareholders or the public
any movement on this important social and economic issue. Accordingly,
shareholders are encouraged to vote in favor of this proposal.

Management's Statement in Opposition of the Proposal

Your Board of Directors recommends a vote AGAINST this shareholder
proposal.

Buffalo Wild Wings is a purchaser, not a processor, of poultry products
and, therefore, does not control the processing methods used by its suppliers.
Buffalo Wild Wings' mission is to provide a unique dining experience that
includes serving high quality food that is safe for human consumption.
Specializing in chicken as we do makes us look at and focus upon issues of food
safety related to chickens. Our priorities have been and will continue to be
focused on conditions from the raising of chickens to the processing of chickens
relating to food safety, pathogen reduction, and delivery of the best product to
our customers. This is a primary driver in reaching decisions relating to
matters of our suppliers. We do, of course, support the appropriate treatment of
animals, and we use suppliers who we believe adhere to processing methods which
are appropriate for the industry.

The National Chicken Council released a statement on February 16, 2009 that
said, "According to scientists, there is no advantage in terms of animal welfare
for gas killing systems for poultry compared to the conventional stunning
systems used by the United States chicken industry. The industry feels that
while gas systems are worthy of further study, there is no proven reason yet to
move away from conventional stunning systems." Based on this statement, we do
not believe that it is appropriate, at this time, for us to specify which method
our suppliers should use or give preference to suppliers that use CAK. It is our
practice to only deal with suppliers who maintain our standards and share our
commitment to animal welfare and food safety. We will hold our protein suppliers
responsible for processing animals in an industry-accepted manner, which may
include the utilization of CAK should they deem it appropriate for their
respective company. We have met with our suppliers to discuss their processing
techniques, and we believe that our suppliers meet or exceed all industry
standards for the appropriate treatment and processing of poultry and livestock.

There is a limited supply of fresh chicken wings available to us at a cost
effective price. We do not believe that giving purchasing preference to chicken
suppliers that use or switch to CAK methods will advance the financial interests
of Buffalo Wild Wings; to the contrary, we believe it may harm our financial
interests.

OTHER BUSINESS

Management knows of no other matters to be presented at the 2009 Annual
Meeting. If any other matter properly comes before the 2009 Annual Meeting, the
appointees named in the proxies will vote the proxies in accordance with their
best judgment.

SHAREHOLDER PROPOSALS

Any appropriate proposal submitted by a shareholder of the company and
intended to be presented at the 2010 Annual Meeting must be received by us by
December __, 2009 to be included in our proxy statement and related proxy for
the 2010 Annual Meeting. If a shareholder proposal intended to be presented at
the 2009 annual meeting but not included in the proxy materials is received by
us after March __, 2010, then management named in our proxy for the 2010 Annual
Meeting will have discretionary authority to vote shares represented by such
proxies on the shareholder proposal, if presented at the meeting.

ANNUAL REPORT

A copy of our Annual Report to Shareholders for the fiscal year ended
December 28, 2008, including financial statements, accompanies this Notice of
Annual Meeting and Proxy Statement. No portion of the Annual Report is
incorporated herein or is to be considered proxy soliciting material.

FORM 10-K

Upon written request of any shareholder as of March 30, 2009, we will
furnish, without charge, a copy of our annual report on Form 10-K for the fiscal
year ended December 28, 2008, including the financial statements and a list of
exhibits to such Form 10-K. We will furnish to any such person any exhibit
described in the list accompanying the Form 10-K upon the advance payment of
reasonable fees. Requests should be directed to James M. Schmidt, Executive VP,
General Counsel and Secretary of Buffalo Wild Wings, Inc., 5500 Wayzata
Boulevard, Suite 1600, Minneapolis, Minnesota 55416. In addition, you may review
and print the Form 10-K and all exhibits from the SEC's website at www.sec.gov.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Sally J. Smith
------------------
Sally J. Smith, President and Chief Executive Officer

Dated: April __, 2009

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Buffalo Wild Wings, Inc.
ANNUAL MEETING OF SHAREHOLDERS

THURSDAY, MAY 21, 2009, 9:00 A.M. CENTRAL DAYLIGHT TIME

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders:
The Notice, Proxy Statement, form of proxy card and Annual
Report on Form 10-K are available at:
www.idelivercommunications.com\proxy\bwld

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 30, 2009 at the Annual Meeting of
Shareholders of Buffalo Wild Wings, Inc. to be held at 9:00 a.m. CDT on May 21,
2009, or at any adjournment thereof, at the Doubletree Hotel Minneapolis - Park
Place, 1500 Park Place Boulevard, Minneapolis, Minnesota 55416.

(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
- ------------------
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
- --------------------------------------------------------------------------------

PROXY - BUFFALO WILD WINGS, INC. Please mark -------
This proxy will be voted as directed, or if no direction is indicated, your votes X
will be voted "for" proposals 1-3 and "against" proposal 4. like this
This proxy is solicited on behalf of the Board of Directors. -------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1 - 3. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
----- ------- ------- ----- ------- -------
1. Set the number of Directors at seven (7) 3. Ratify appointment of KPMG LLP
----- ------- ------- ----- ------- -------
THE BOARD OF DIRECTORS RECOMMENDS
WITHHOLD A VOTE AGAINST PROPOSAL 4.
FOR AUTHORITY FOR AGAINST ABSTAIN
----- --------- ----- ------- -------
2. Election of Directors: 4. Approve shareholder proposal
INSTRUCTION: (To withhold authority to vote submitted by PETA.
for any individual nominee, mark an X in
"FOR" and strike a line through the nominee's
name in the list below) ----- --------- ----- ------- -------

Sally J. Smith, Dale M. Applequist, Robert 5. In their discretion, the
W. MacDonald, Warren E. Mack, J. Oliver proxies are authorized to vote
Maggard, Michael P. Johnson, James M. Damian upon such other business as may
properly come before the meeting

Signature Signature Date
-------------------- -------------------- ---------------------

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.